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Get Paid to Play Vidio Games
Did you know everyday Gaming companies pay big bucks to people like you and me just to know what we are thinking? It's true! They are desperate to understand how you think and shop and why you buy certain Games or Products because this helps their companies improve their products, and they in turn they pay YOU good money for your opinion. They Need You! Right now, I have hundreds of market research firms and game companies looking for video game tester, survey takers and beta testers. If you are looking for working full time, or want to make some extra cash, Gamingjobsonline.com is your ticket to fun, easy money.
When you join GamingJobsOnline.com and start working with our Unique Job System...
- You can get paid to Play New and Upcoming Games
- You can get paid to take online surveys and make from $5 to $75 each, or more
- You can get paid to participate in focus groups and make up to $150 an hour
- You can get paid to try new Games, Gaming Consoles, Controllers or other products and keep the free products too!
- You can get paid to preview new movie or game trailers for $4 to $25 an hour
- You can get paid to review new Games for up to $30 an hour
Online Video Game Tester Benefits:
No Boss, No Noisy Alarm Clocks, and Definitely No Schedules!
You make your own decisions. There are no unrealistic deadlines and nobody telling you how much to work. You get to decide how much you work, part-time, full-time or OVERTIME. Earn Up to $500-$3500 every month making a better than average income doing what you want, when you want. Get out of the rat race today! You get to decide because you have the freedom of working for yourself.
We aren't Filthy Rich, But We Sure Enjoy What We Do !
We are normal people, we don't flaunt our money, or dine expensively every night. We just enjoy ourselves and what we do. We have never released this information until now, and there has been an overwhelmingly successful response from it!
Crusader Kings 2 + Swords of Islam DLC (PC) Review
This is a review of the grand RTS game crusader kings 2 or II, as well as the DLC that was released recently, "Swords of Islam". Many thanks to Paradox Interactive for providing me with a copy of the game to review, its greatly appreciated!
Overall score: 8/10
DLC score: 7/10
Make money Playing game
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The Day of Judgement ( Al - Yauma Qiamah )
Uploaded on 3 Oct 2006
these clips are taken from movie
scenes and some from real life....this is not even close to whats going
to happen at the day of Judgment.
Like Christians, Muslims believe that the present life is only a trial preparation for the next realm of existence. This life is a test for each individual for the life after death. A day will come when the whole universe will be destroyed and the dead will be resurrected for judgment by God. This day will be the beginning of a life that will never end. This day is the Day of Judgment. On that day, all people will be rewarded by God according to their beliefs and deeds. Those who die while believing that There is no true god but God, and Muhammad is the Messenger (Prophet) of God and are Muslim will be rewarded on that day and will be admitted to Paradise forever, as God has said:
And those who believe and do good deeds, they are dwellers of Paradise, they dwell therein forever. (Quran, 2:82)
But those who die while not believing that There is no true god but God, and Muhammad is the Messenger (Prophet) of God or are not Muslim will lose Paradise forever and will be sent to Hellfire, as God has said:
And whoever seeks a religion other than Islam, it will not be accepted from him and he will be one of the losers in the Hereafter. (Quran, 3:85)
And as He has said:
Those who have disbelieved and died in disbelief, the earth full of gold would not be accepted from any of them if it were offered as a ransom. They will have a painful punishment, and they will have no helpers. (Quran, 3:91)
One may ask, I think Islam is a good religion, but if I were to convert to Islam, my family, friends, and other people would persecute me and make fun of me. So if I do not convert to Islam, will I enter Paradise and be saved from Hellfire?
The answer is what God has said in the preceding verse, And whoever seeks a religion other than Islam, it will not be accepted from him and he will be one of the losers in the Hereafter.
After having sent the Prophet Muhammad to call people to Islam, God does not accept adherence to any religion other than Islam. God is our Creator and Sustainer. He created for us whatever is in the earth. All the blessings and good things we have are from Him. So after all this, when someone rejects belief in God, His Prophet Muhammad , or His religion of Islam, it is just that he or she be punished in the Hereafter. Actually, the main purpose of our creation is to worship God alone and to obey Him, as God has said in the Holy Quran (51:56).
This life we live today is a very short life. The unbelievers on the Day of Judgment will think that the life they lived on earth was only a day or part of a day, as God has said:
He (God) will say, How many years did you stay on the earth? They will say: We stayed a day or part of a day.... (Quran, 23:112-113)
And He has said:
Did you then think that We had created you in jest (without any purpose), and that you would not be returned to Us (in the Hereafter)? So, God is exalted, the True King. None has the right to be worshipped but Him... (Quran, 23:115-116)
The life in the Hereafter is a very real life. It is not only spiritual, but physical as well. We will live there with our souls and bodies.
In comparing this world with the Hereafter, the Prophet Muhammad said: {The value of this world compared to that of the Hereafter is like what your finger brings from the sea when you put it in and then take it out.}1 The meaning is that, the value of this world compared to that of the Hereafter is like a few drops of water compared to the sea.
Like Christians, Muslims believe that the present life is only a trial preparation for the next realm of existence. This life is a test for each individual for the life after death. A day will come when the whole universe will be destroyed and the dead will be resurrected for judgment by God. This day will be the beginning of a life that will never end. This day is the Day of Judgment. On that day, all people will be rewarded by God according to their beliefs and deeds. Those who die while believing that There is no true god but God, and Muhammad is the Messenger (Prophet) of God and are Muslim will be rewarded on that day and will be admitted to Paradise forever, as God has said:
And those who believe and do good deeds, they are dwellers of Paradise, they dwell therein forever. (Quran, 2:82)
But those who die while not believing that There is no true god but God, and Muhammad is the Messenger (Prophet) of God or are not Muslim will lose Paradise forever and will be sent to Hellfire, as God has said:
And whoever seeks a religion other than Islam, it will not be accepted from him and he will be one of the losers in the Hereafter. (Quran, 3:85)
Those who have disbelieved and died in disbelief, the earth full of gold would not be accepted from any of them if it were offered as a ransom. They will have a painful punishment, and they will have no helpers. (Quran, 3:91)
One may ask, I think Islam is a good religion, but if I were to convert to Islam, my family, friends, and other people would persecute me and make fun of me. So if I do not convert to Islam, will I enter Paradise and be saved from Hellfire?
The answer is what God has said in the preceding verse, And whoever seeks a religion other than Islam, it will not be accepted from him and he will be one of the losers in the Hereafter.
After having sent the Prophet Muhammad to call people to Islam, God does not accept adherence to any religion other than Islam. God is our Creator and Sustainer. He created for us whatever is in the earth. All the blessings and good things we have are from Him. So after all this, when someone rejects belief in God, His Prophet Muhammad , or His religion of Islam, it is just that he or she be punished in the Hereafter. Actually, the main purpose of our creation is to worship God alone and to obey Him, as God has said in the Holy Quran (51:56).
This life we live today is a very short life. The unbelievers on the Day of Judgment will think that the life they lived on earth was only a day or part of a day, as God has said:
He (God) will say, How many years did you stay on the earth? They will say: We stayed a day or part of a day.... (Quran, 23:112-113)
And He has said:
Did you then think that We had created you in jest (without any purpose), and that you would not be returned to Us (in the Hereafter)? So, God is exalted, the True King. None has the right to be worshipped but Him... (Quran, 23:115-116)
The life in the Hereafter is a very real life. It is not only spiritual, but physical as well. We will live there with our souls and bodies.
In comparing this world with the Hereafter, the Prophet Muhammad said: {The value of this world compared to that of the Hereafter is like what your finger brings from the sea when you put it in and then take it out.}1 The meaning is that, the value of this world compared to that of the Hereafter is like a few drops of water compared to the sea.
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Bisnis PC Game Iran Rambah Pasar Global
Sebuah lembaga peneliti sektor industri hiburan memprediksikan tahun ini perputaran keuntungan game komputer sekitar 87 miliar dolar. Angka yang cukup besar ini menunjukkan pentingnya game pc dan pengaruh permainan ini di dunia saat ini. Industri hiburan game pc yang telah melewati usia lebih dari 40 tahun kini telah menjadi industri penting dan berpengaruh baik dari sisi ekonomi, budaya, politik dan lain-lain. Keuntungan yang dihasilkan dari industri ini tidak terbatas pada produksi dan penjualan game-game saja, tapi produsen masih tetap meraih keuntungan dengan memanfaatkan kandungannya hingga masa yang cukup lama.
Kini
industri pc game telah membuka banyak lapangan. Sebagai contoh, dalam
Guinness World Records hingga kini telah tercatat empat jilid buku
mengenai rekor yang dicatat khusus terkait game pc. Dalam edisi terbaru
rekor dunia tahun 2011 tentang game pc disebutkan bahwa saat ini manusia
di setiap kelompok umur punya kecenderungan untuk memainkan game dan
menonton video. Rekor termuda dari sisi usia dalam bidang game pc adalah
seorang anak berusia 9 tahun berkebangsaan Jepang yang tinggal di
Tokyo. Ia mampu memainkan game pc layaknya para gamer profesional
lainnya. Sementara pemain game tertua yang dicatat adalah seorang lansia
berusia 85 tahun. Penting untuk dicatat, rata-rata usia mereka yang
bermain game adalah 37 tahun.
Namun
tentu saja ini bukan seluruh kenyataan yang ada terkait game pc.
Sekalipun permainan komputer mendapat sambutan yang luar biasa, tapi
pada saat yang sama juga mendapat kritikan keras dari para pakar
kesehatan di seluruh dunia. Para pakar kesehatan baik fisik maupun
psikis banyak mejelaskan bahayanya permainan komputer. Oleh karena itu
mereka menasihati setiap keluarga agar berusaha keras melawan fenomena
ini.
Seorang
pakar Iran mengatakan, "Ciri khas paling penting dari game pc adalah
kemampuannya menunjukkan dunia yang menarik dari gambar yang bergerak
dan terkesan hidup dengan suara menggelegar. Ciri khas ini punya dampak
negatif bagi anak-anak. Karena hal ini sangat mempengaruhi mereka. Daya
tarik pc game mampu menundukkan jiwa dan badan anak-anak dan menyeret
mereka ke dunia khayalan. Dalam kondisi ini, anak-anak akan menganggap
dirinya sebagai jagoan asli. Ketika merasa dirinya adalah pahlawan, maka
permainan game menjadi sangat mengasyikkan bagi mereka. Di sini
anak-anak bakal menerima apa saja yang ditawarkan game dan lambat laun
terjadi ketidakseimbangan dalam jiwa mereka."
Pengaruh
luar biasa game pc terhadap anak-anak dan bahkan orang dewasa
membuatnya menjadi alat paling potensial untuk mendidik, berdakwah,
mengiformasikan dan bahkan untuk tujuan-tujuan buruk. Itulah mengapa
sebagian negara melarang game pc dengan alasan kemungkinan memprovokasi
anak-anak dan remaja melakukan aksi kekerasan. Tapi kecemasan yang
paling menonjol terkait permainan komputer kembali pada alur cerita,
tokoh dan perilaku yang ditonjolkan berbeda jauh dengan tradisi dan
keyakinan yang ada di tengah masyarakat. Game-game biasanya memberikan
contoh budaya dan sosial yang tidak benar kepada anak-anak.
Kembali
pada pembicaraan sebelumnya dimana game pc juga punya manfaat dalam
memperbaiki dan memperkuat daya ingat anak. Sebagian pakar malah percaya
bahwa anak-anak ketika bermain game, mereka dapat mengeluarkan energi
berlebihan yang dimilikinya. Selain itu banyak juga permainan komputer
yang sukses dan memberikan pengalaman positif kepada pemainnya.
Game-game ini justru meningkatkan kecerdasan dan kemampuan anak-anak
dalam menemukan metode baru. Bahkan ada game yang direkomendasikan
kepada sebagian penderita penyakit jiwa.
Behrouz
Minai, Ketua Lembaga Nasional Permainan Komputer Iran berkeyakinan
selama beberapa tahun terakhir telah diambil langkah-langkah strategis
guna memproduksi game komputer di Iran. Sebagian dari aktivitas lembaga
ini adalah memproduksi puluhan game komputer dan telepon genggam serta
mempersiapkan sejumlah game yang telah sampai pada tahap akhir produksi.
Minai juga mengatakan bahwa game-game yang diproduksi tidak hanya
dijual di dalam negeri, tapi juga akan bersaing di pasar global. Karena
kualitas game-game Iran juga dapat menarik gamer internasional.
Even
terbaru di bidang permainan komputer menjadi bukti bahwa game pc Iran
ternyata mendapat perhatian khusus mengingat kemajuan industri game
pcnya baik dari sisi kuantitas maupun kualitas. Pameran Internasional
Games Com 2011 yang berlangsung bulan Agustus lalu di Jeman telah
menjadi ajang produsen game pc Iran untuk unjuk kemampuan memamerkan
produk-produk terbarunya. Dalam pameran ini Iran meluncurkan sejumlah
game Iran yang kemudian disambut antusias para distributor game dunia.
Pameran
ini diselenggarakan dalam dua bidang; bisnis dan hiburan. Selama
pameran, game-game komputer menemukan pembelinya untuk didistribusikan
ke negara-negara lain. Republik Islam Iran dalam pameran ini membawa
sejumlah nama game terkenal Iran seperti Mir Mahna, Ganje Penhan, Dastan
Jazireh, Kouhnavard, Tala-ye Siah, Ghalb-e Simourgh dan Mazraeh Royai.
Para distributor negara-negara Inggris, Jerman, Italia, Rumania dan
Perancis menyatakan keinginan mereka mendistribusikan game-game Iran di
negaranya. Sebagian distributor Asia bahkan menyatakan siap
mendistribusikan game-game produksi Iran, sekalipun belum melihat
hasilnya. Karena menurut mereka, kualitas dan kandungannya tidak punya
masalah bila dijual di negara mereka.
Tapi
yang menarik untuk dipertanyakan adalah apa rahasia keberhasilan
permainan komputer Iran? Padahal investasi di sektor ini masih terbilang
belum lama dilakukan, tapi disambut baik oleh para pakar bisnis hiburan
dan gamer dunia.
Poin pertama kembali
pada pemanfaatan teknologi baru dalam produksi dan menjaring para
pemuda Iran yang mumpuni. Saat ini ada puluhan perusahaan yang bekerja
di bidang produksi game-game di Iran. Seluruh pekerjanya berasal dari
Iran dan lulusan negara ini.
Poin kedua
yang patut diperhitungkan adalah kandungan game-game yang diproduksi
Iran. Kebanyakan permainan komputer yang diproduksi di Iran mengambil
seting legenda atau peristiwa sejarah kontemporer Iran. Dalam game-game
ini tidak akan ditemukan aksi-aksi kekerasan yang melampaui batas,
apalagi kasus-kasus amoral. Oleh karenanya, setiap game Iran yang
diproduksi diperuntukkan bagi segala umur. Dengan demikian, orang tua
dengan perasaan tenang melihat anak-anaknya memainkan game komputer Iran
yang memang diperuntukkan buat mereka. Dari sisi ini, Iran masih
melihat peluang besar di sektor industri game pc, terutama dari sisi
kandungan dan moral. (IRIB/SL/NA/10/9/2011)
Sample Online MOU
INVESTMENT
AND FUND MANAGEMENT AGREEMENT
This Investment And Fund Management Agreement
(the Operating Agreement) is made and entered into effective as of the 18th Day of September, 2014 by
and between MOMKA SAMURA , ordinarily resident in 22 RUE STREET ABIDJAN COTE
‘IVOIRE WEST AFRICA, citizen of the Republic of Seirra Leone (holder of
Ordinary holder
of Passport Number: '0032642' (Hereinafter
referred to as: "THE INVESTOR") AND CV.LILY AMELIA PUTRI
a citizen of Indonesia (currently holder of
official Service Passport Number:
Residence:
(JL.GUNUNG TALANG VI C PERUM
MALBORA ,INDAH RESIDENCE No A,DENPASAR,BALI INDONESIA 801 17.)
(Hereinafter
referred to as: "THE INVESTMENT MANAGER")
INTRODUCTION:
WHEREAS:- "The Investor" and "The
Investment Manager", each acting with full legal authority and
responsibility, hereby certifies, represents and warrants that each is capable
to fulfill the requirements of this Operating Agreement and respectively
provide the funds and defined services referred to herein, in time and under
the terms agreed to hereinafter; and
WHEREAS:-"The Investor" hereby agrees and makes an irrevocable firm contract to
transfer his ownership to "The Investment Manager"; and
WHEREAS:- "The Investment
Manager" builds synergies with associate physical and moral persons at
various levels of collaborative programmes and projects, requiring the
provision of strategic management and advisory services, deemed to facilitate
enhanced investment profitability and hereby
agrees and makes an irrevocable firm contract to accept the ownership (fund)
from "The Investor"; and
WHEREAS:- "The Investor" has adequate funds
which he desires to invest in financially viable and profitable ventures and has voluntarily and
without any solicitation from "The Investment Manager", having the necessary
expertise in this domain of corporate activity in addition to the required related
strategic networking relations to place the funds in private investment
ventures, has agreed to accept the funds from "The Investor" and invest
the said funds under the control of “The Investment Manager“ in a secure and
profitable manner; and
WHEREAS:- "The
Investor" wishes to obtain from the "The Investment Manager",
and the "The Investment Manager" wishes to provide to the "The
Investor" the required services contemplated by this Agreement in
accordance with the terms, and subject to the conditions, set forth herein; and
WHEREAS:- "The
Investor" and "The Investment
Manager", both agree to finalize this contract under the terms and
conditions, it is therefore agreed as follows :-
NOW THEREFORE, in consideration of the foregoing, and the
mutual covenants and accruable benefits herein contained, and for good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the "The Investor" and
"The Investment Manager", intending
to be legally bound hereby, agree as follows:
ARTICLE 1: THE INVESTMENT FUND
In consideration of the mutual
covenants and accruable benefits herein, the parties have agreed as follows: Investment Funds-:
The "Investment Fund" shall be equal to the aggregate total amount of
US$6,300,000.00 (Six Million Three Hundred
Thousand Dollars Only).
ARTICLE 2: ENGAGEMENT OF INVESTMENT MANAGER
A.
"The Investor"
engages the "The Investment Manager" as an independent
contractor to provide the services set forth in this Operating Agreement
relating to the administration, management, supervision and disposition of the "Investment
Fund" described in Article 1 (Hereinafter: "Investment
Funds"). It is understood by
the parties hereto that additional Investment Funds may be brought within the
scope of this Operating Agreement, subject to the signature by the Parties
hereto of a supplement to Article 1 herein-above.
B.
"The
Investment Manager" shall in good faith provide
the services set forth in this Operating Agreement in accordance with normal
and prudent practices in the financial services industry and shall have the full
authority to receive from the "The Investor"
and execute all such relevant actions deemed necessary or appropriate to
fulfill its obligations.
ARTICLE 3:OMPENSATION
A.
"The Investment
Manager" will be eligible to receive and will be paid investment funds
management fee and his compensation for accepting the funds into his account a
total sum of 15%
(Fifteen Per Centum Only) of the US$6,300,000.00 (Six Million Three Hundred
Thousand Dollars Only), constituting US$ 945,000.00 (Nine Hundred and Forty Five
Thousand Dollars Only) at the time the funds are effectively transferred to his
designated bank account from the financial institution in Abidjan, Cote D’ivoire where the
funds are held by "The Investor".
B. In addition to the above "The Investment Manager" will be reimbursed for legitimate cost and expenses that arise from the execution of this transaction including but not limited in time.
B. In addition to the above "The Investment Manager" will be reimbursed for legitimate cost and expenses that arise from the execution of this transaction including but not limited in time.
C. "The Investor"
hereby declares that the funds were generated from or normal commercial/trading
activities and that they are of non- criminal origin.
D. It shall be the duty and
responsibility of the "The Investor" to
procure all appropriate legal documentation required for a hitch free transfer
from Bank Of Africa- CI (Plateau Branch) to the duly designated overseas bank account
of "The Investment Manager".
ARTICLE 4: THE INVESTMENT MANAGER
A.
”The Investment Manager"
shall manage the funds in his personal own name or in the name of a corporate
body of which he will have absolute and full control and signatory powers over
the funds under management. It is clearly understood by the parties that the
action of "The Investment Manager" shall not be deemed to be
regulated by Securities Exchange Commission or authorities in any jurisdiction.
B. The Investment Manager" has
identified a strategically profitable investment venture and has committed
funds for a corresponding investment and for which the designated contracting parties,
being fully qualified and licensed for the purpose under the applicable laws
and regulations, will always conduct the actual transaction.
C. In order to enable "The
Investment Manager" to select the most suitable investment ventures and to
commit funds to facilitate profitable investment transactions, "The Investment
Manager" shall have unrestricted control over the funds to different Bank accounts
at his discretion, provided however that the signatory control always remains
with "The Investment Manager" and the funds are not put at undue risk
at any time.
D. "The Investment Manager"
shall perform the Services to the best of its ability and in a competent and
professional manner, in accordance with the investment objectives, policies and
restrictions as may be deemed relevant, conducive and appropriate under
compliance with international standards.
ARTICLE 5: CONTROL
AND SECURITY OF FUNDS UNDER MANAGEMENT
A. A.” The Investment
Manager" shall always maintain 15% (Ten Per Centum) of the funds in a
nominated Bank Account with a major International Bank Account within the first
50 in World ranking. The funds earmarked for
investment transactions shall always remain fully secure and without any undue risk
of speculation and under signatory control of "The Investment Manager".
B.
Bank confirmation by any top 50 World Bank showing that “The
Investment Manager” is holding 10%
of the funds in the form of Certificate of Deposit or in a Reserve or Blocked
or Non-Depletion Account shall constitute proof that the funds are fully
secured and without any risk of undue speculation.
ARTICLE 6: INVESTMENT
VENTURES
E. The Investment
Manager" is fully empowered to identify investment ventures from time to
time and commit funds for investment transaction, wherein the funds under
management shall be fully secured and which will return commercially acceptable
rates of profits under compliance with international standards.
B.The proposed investment
ventures are subject to conditions prevailing in the world financial markets
and are subject to control by various regulatory authorities. If for any reason
beyond the control of "The Investment Manager", the funds are not
accepted for a particular investment venture, then "The Investment Manager"
shall endeavor to arrange participation in alternative ventures. If such
situation arises, they will be brought to the attention of "The
Investor" at the appropriate time and place, and alternative methods of investment
will be mutually agreed upon.
C.
It is understood by the
parties that from the time the funds are received in the Bank Account
designated herein by "The Investment Manager". It may take
approximately 30 to 60 business days for the invested funds to participate in
the proposed investment venture profits from investment and disbursements.
D.The Investment
Manager" shall endeavor to secure 'On a best efforts basis' a gross profit
of five percent 5% (Five Per Centum) of the funds invested per annum. It is possible that funds
covered by the underlying Operating may participate in the investment venture
either in full or in part. Consequently only the amount that actually
participated in the investment ventures will qualify for the profit at the rate
motioned herein, profit shall accrue from the date of such participation. From
the profits earned above, "The Investment Manager" shall remit fifty
percent (50%) of the stipulated net annual
profit to "The Investor" and the remaining (30%) of the annual profit are payable to "The Investment
Manager" as his share of remuneration or the share of his nominee (s).
then 15%
would take care of all the expenses that he might incur during the transfer of
the funds abroad. The profit amount due to "The Investor" shall be
remitted to any of his nominated Bank Account on monthly basis in arrears.
ARTICLE 7: REPRESENTATIONS,
WARRANTIES AND COVENANTS OF
"THE
INVESTMENT MANAGER"
For the specific purposes of
this Operating Agreement, "The Investment Manager" represents, warrants to, and covenants
with, "The Investor" as follows:
A.
"The Investment Manager"
is a duly formed and validly existing limited liability company in good
standing under the laws of the State of …………………… with full power and authority
to conduct its business as contemplated in this Operating Agreement.
B.
This Agreement has been duly
authorized, executed and delivered by the "The Investment Manager"
and constitutes the valid and legally binding agreement of "The Investment
Manager" enforceable in accordance with its terms.
C.
The "The Investment Manager"
will conduct himself and its activities with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent manager would
use in the conduct of an enterprise of like character and with like aims.
D
The Investment Manager"
is not in default (nor has any event occurred which with notice, lapse of time,
or both, would constitute a default) in the performance of any obligation,
indenture, mortgage, deed of trust, credit agreement, note or other evidence of
indebtedness or any lease or other agreement or understanding, or any license,
permit, franchise or certificate, to which it is a party or by which it is
bound or to which its properties are subject, nor is it in violation of any
statute, regulation, law, order, writ, injunction, judgment or decree to which
it is subject, which default or violation would materially adversely impair the
ability of "The Investment Manager" to carry out and execute its
obligations under this Agreement.
E.There is no litigation,
investigation or other proceeding pending or, to the knowledge of "The Investment
Manager", threatened against "The Investment Manager" or its affiliates
or employees, which, if adversely determined, would materially impair the ability
of "The Investment Manager" to carry out its obligations under this
Agreement.
F.No consent, approval or authorization of, or
filing, registration or qualification with, any court or governmental authority
on the part of "The Investment Manager" is required for the execution
and delivery of this Agreement by "The Investment Manager".
ARTICLE 8:CONFIDENTIALITY
A. "The Investor" and "The
Investment Manager" shall treat information provided by either party on a
strictly private and confidential basis. "The Investor" and "The
Investment Manager" shall take all necessary steps to prevent the confidential
information from the other from being misused or disclosed or made public to
any third party except as needed to successfully complete the contract or to
avoid conflicting claims (and except as may be required in accordance with the
applicable law).
B. The Investment Manager"
shall not use the confidential information provided by "The Investor"
in such a way as to Circumvent "The Investor" in the commercial
dealings with any and all transactions under contract or do anything to
circumvent "The Investor" in such a way as to put "The
Investment Manager" at a commercial disadvantage with the suppliers or
countries under this contract.
C. "The Investor" shall not use the
confidential information provided by "The Investment Manager" in such
way as to circumvent "The Investment Manager" in the commercial dealings
with the consignee if introduced by "The Investment Manager", or do
anything to circumvent "The Investment Manager" in such a way as to
put "The Investment Manager" at a commercial disadvantage with a
consignee if existing.
ARTICLE 9: NON
CIRCUMVENTION AGREEMENT
A.
The parties shall not in any
manner whatsoever solicit nor accept business from sources or their affiliates
that are made available by the other party to this agreement, at any time, without
the prior written permission of the party which made the source available. The parties
shall maintain complete confidentiality regarding each other’s business sources
or their identities and shall disclose such only to named parties pursuant to
express written permissions of the party that made the source available. The
parties shall not in any way whatsoever circumvent or attempt to circumvent
each other or any party involved in any of the transactions the parties are
desiring or entering into and to the best of their ability and assure each
other that the original transaction codes established will not be altered or changed.
B. The parties recognize the
underlying Operating Agreement to be an exclusive and valuable contract of the
respective party and they shall not enter into direct negotiations with such
contracts revealed by the other party. Neither party shall avoid payment of due
fees, commissions and other remuneration in any way whatsoever. In the event of
circumvention by any party whether directly or indirectly, the circumvented
party shall be entitled to legal monetary penalty as damages, equal to the
maximum amount it should make from such transaction and any and all expenses
including but not limited to legal fees that would be involved in the recovery
of said damages.
C.
The circumventing party
renounces to any right that he may have to claim a reduction of this amount.
All considerations, benefits and commissions received as a result of the
contract of the parties relating to any of the transaction will be allocated as
mutually agreed to.
ARTICLE 10:THE AGREEMENT
This Agreement contains the entire agreement between
the parties and there are not any other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior written
or oral agreement between the parties.
ARTICLE 11: EXPENSES
All expenses, including but not limited to legal fees,
bank fees, swift transfer fees, government Taxes, government levies, and
statutory obligations including expenses incurred in this transaction shall be taken
care of and underwritten by both parties.
ARTICLE 12: URATION OF AGREEMENT
ARTICLE 12: URATION OF AGREEMENT
This agreement shall remain valid for a period of Five
Years (5) from the date of its execution,
and can be subsequently renewed by mutual consent for another Five Years (5). This Operating Agreement shall
terminate on the date of its expiry or on the date when "The Investment Manager"
has returned the fund under the Management to "The Investor", except
however that the Agreement is renewed as specified herein-above.
ARTICLE I3: EXECUTION OF AGREEMENT
Each of the parties to this agreement represents that
it has full legal authority to execute this agreement and that each is to be bound
by the terms and conditions as set forth herein. Any modifications or changes
to this agreement shall be made only by mutual trust and consent and it has to
be in writing and duly executed by both parties, which documents shall be attached
to the original agreement as an addendum. This agreement shall be binding on both
parties and shall be for the benefit of the parties hereto, their heirs,
successors, administrators, companies, executors and assignees etc.
ARTICLE 14: CONTRACT TERMINATION
A.
Either party may terminate the
contract should the other side refuse performance of a substantive contractual
obligation, but excluding refusal caused by a Force Majeure event. Notification
of termination is to occur within 30 (thirty) calendar days following nonperformance
of contractual obligations. No termination is permitted should any of the sides
excuse their obligations within the stated 30 (thirty) days from the
notification date.
B.
Following any termination of
this Agreement, "The Investment Manager" shall cooperate reasonably
and in good faith with "The Investor” in transferring responsibility for
the affairs of "The Investor" to a replacement "Investment
Manager" and shall promptly deliver all assets of "The Investor",
including all books, records, copies of contracts, and other documents to such
replacement "Investment Manager" or as otherwise directed by the "The
Investor".
C.
Any payment obligations
arising but not satisfied prior to the termination of this Agreement, shall,
except as otherwise provided in this Agreement, survive the termination of the
Agreement.
ARTICLE 15:MISCELLANEOUS
15.1 Titles and Headings. The division of this Agreement into Articles
and the insertion of headings are for the convenience of reference only and
shall not affect the construction or interpretation of this Agreement.
15.2 Entire Agreement. This Operating Agreement, including other
documents referenced herein, constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede any prior
understandings and agreements between the parties hereto with respect thereto.
There are no representations, warranties, forms, conditions, undertakings or
collateral agreements, express, implied or statutory between the parties other
than as expressly set forth in this Agreement or the other documents referenced
herein. "The Investment Manager" hereby waives any right to assert a
claim based on any pre-contractual representations, negligent or otherwise.
15.3 Amendment. The Parties shall, upon reasonable notice of
any such proposed modification by the Party desiring the change, confer in good
faith to determine the desirability of such modification. Such amendment or
modification shall be effective upon the date of the last signature of the
authorized representatives of each of the Parties hereto.
15.4 Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors. Except as may be expressly
provided in this Agreement, neither party hereto may assign its rights or
delegate its obligations under this Agreement without the prior written consent
of the other party hereto. This Agreement and the rights and obligations
hereunder shall not be assignable or delegable and any attempted assignment or
delegation thereof shall be void and made of no effect.
15.5 Savings
Provision.
The illegality or invalidity of any provisions of this Agreement shall not impair,
affect or invalidate the other provisions of this Agreement.
15.6 Severability. Should any part of this Agreement be deemed void,
voidable or unenforceable for any reason, such part shall be severed from this
Agreement and the remaining portion of this Agreement shall remain valid
according to the declared intent of the Partners hereto.
15.7 Enforceability. The
invalidity or unenforceability of any provision hereof, or of the application
of any provision hereof to any circumstances, shall in no way affect the
validity or enforceability of any other provision, or the application of such
provision to any other circumstances.
15.8 Counterparts and Language. This
Agreement is written and executed in two (2) identical original copies in the English language, of which each contracting Party shall
retain one (1) copy and both counterparts so executed constitute one agreement that is binding
on both of the Parties hereto.
15.9 Indemnification. "The Investor", to the fullest
extent permitted by law, shall indemnify and hold harmless each person indemnified
by "The Investment Manager" from and against any loss, liability,
expense, judgment, settlement cost, fees and related expenses (including
reasonable attorneys’ fees and expenses), costs or damages arising out of or in
connection with any act taken or omitted to be taken in respect of the affairs
of the Funds or any Investee, unless such act or omission constitutes fraud,
gross negligence, willful misconduct or breach of fiduciary duty on the part of
"The Investment Manager", indemnified person, or a material breach by
a Fund Manager Indemnified Person of its obligations under this Agreement.
15.10 Notices. Any demand, notice or other communication
(hereinafter referred to as a “Communication”) relating
to or arising out of this agreement and to be made or given in
connection with this Agreement shall be made or given in writing in English and
may be made or given by personal delivery, by fax or by internationally
recognized overnight delivery or Express courier service. A facsimile communication (Faxed documents) shall be
considered original and binding.
ARTICLE 16: LAW AND ARBITRATION
This Operating Agreement is subject to
International Law, ICC rules are to be observed. "The Investor" and "The
Investment Manager" will endeavour to settle all ensuing disputes
amicably. Either party may serve notice on the other requiring any dispute to
be settled within 30 (thirty) days after such notice and, if not settled to
refer it to arbitration in accordance with this contract .The arbitration will
be heard by one or more arbitrators appointed by mutual agreement of the
parties and in accordance with the Rules and the Arbitration Act 1996.
IN WITNESS WHEREOF, The parties have caused this Agreement to be executed
by their representatives thereunto duly authorized, as of the effective date of the month of
September………. In the Year 2014.
Transaction Code : LGRCI/SMCDE/SIFMA/---0311A:
In the presence of (-Name
& Address of Attorney-at-Law/Notary Public -)
with Law Chambers located at
……………………………..
Republic of ……………………………
SIGNATURES AND SEALS
ACCEPTED AND AGREED WITHOUT CHANGE
----------------------------------- -----------------------------------
MOMKA SAMURA CV.LILY AMELIA PUTRI
"THE
INVESTOR" "THE INVESTMENT MANAGER"
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