Agrément Interne - PSA - TRADE TO PRICE

Mr ………………………………………...AU

Passport number 1……………..                         

                                                               

Phone:

Email :

,

PAYMASTER FOR BENIFICIARIES

FOR ALL TRANSACTION WITH …………………………………

Code profit sharing : N° …………………….

Known as Party 1

And

Mr …………………….. Passport n°………………………..

Mr……………………... Passport n°……………………….

The Intermediary Groups and or their representative(s) are collectively known as Party 2

WHEREAS, Party 1 has certain assets they wish to sale and or other means of collateralization of assets (collectively referred to herein as the “Business”);

WHEREAS, Party 2 has international business experience, status with historical bonds, financial instruments and are highly competent in facilitating such business with their network, advice and counsel regarding the Business;

WHEREAS, Party 1 is desirous of utilizing the services of Party 2 in connection with the design and execution of the Business, which may be conducted through various entities in which Party 1 is affiliated, and Party 2 is willing and able to provide such services to Party 1 for the purpose of completing the Business; and

WHEREAS, all parties agree that the Business is unique and special, and the parties hereto have a mutual obligation to keep all information relating to the Business and this Agreement confidential from other non- related parties.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the signatories hereto, the Parties agree as follows:

•Purpose:  To establish a Profit Sharing Agreement for Party 2 in connection with its placement, advice and counsel to Party 1 in connection with the Business. In connection therewith, Party 2 shall only act in a consulting capacity for Party 1, not in an employment capacity, and Party 2 shall keep its own hours and offices. Party 2 shall have no authority to bind Party 1 or make decisions on behalf of Party 1, and as a result Party 2 shall have no liability in connection with Party 1’s business and operations.

2.  Fees: As consideration for the services of Party 2 herein, Party 1 hereby agrees to guarantee the payment of commissions for Party 2 at 5 USD  (FIVE DOLLARS) of $ 90 (ninety usd ) BY MT OF ALL PETROLEUM PRODUCTS SOLD CONTRACTUALLY of the total transaction value to be divided equally between the beneficiaries. The at 10 USD  (TEN DOLLARS)  of $ 90 (ninety usd ) BY MT OF ALL PETROLEUM PRODUCTS SOLD CONTRACTUALLY is calculated from the gross payment of all currency exchanged, with, through the party brought by Party 2 for and on behalf of Party 1. This shall include any rolls and extensions as applicable, with, through or by the party purchased by the same Buyer/Platform.  

3.  Confidential Information:  “Confidential Information” means any information disclosed by either party to the other, either directly or indirectly in writing, orally or by inspection of tangible objects, including without limitation any and all information relating to the Business described herein, pricing, buyer information, facilitator information, liaison information, paymaster information, commissions paid as a part of this agreement, distribution of commissions, any business strategies or arrangements, propriety information, including but not limited to, research, products, services, customer lists and customers, partnerships, business contacts (including, but not limited to names, addresses, telephone or facsimile numbers, e-mail addresses, etc.), or other business information.  Confidential Information may also include information disclosed to a receiving party by third parties.   Information communicated orally shall be considered Confidential Information if such information is designated as being confidential or proprietary within thirty (30) calendar days after initial disclosure.  Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party (ii) becomes publicly known and made generally available in the public domain after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party or the receiving party’s agents or employees, (iii) is already in the possession of the receiving party at the time of disclosure, without confidentiality restrictions, by the disclosing party as shown by the receiving party’s file and records immediately prior to the time of disclosure, or (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality.

4.  Non-use and Nondisclosure.  Each party agrees not to use any Confidential Information of the other party for any purpose except to evaluate and engage in discussions with the other party concerning the Business or to verify, calculate and resolve the Fees.  Each party agrees not to disclose any Confidential Information of the other party to third parties or such party’s employees or professional advisors, except to those employees and professional advisors of the receiving party who are required to have the information to evaluate or engage in discussions concerning the Business.  If either party or their respective directors, officers, employees, consultants or agents are requested or required by legal process to disclose any of the Confidential Information of the other party, the party required to make such disclosure shall give prompt notice to the other party so that such other party may seek a protective order or other appropriate relief.  If a protective order or other relief is not obtained, the party required to make such disclosure shall disclose only that portion of the Confidential Information which its counsel advised that it is legally required to disclose.

5.  Maintenance of Confidentiality.  Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party.  Without limiting the foregoing, each party shall take at least those measures that it takes to protect is own most highly confidential information and shall ensure that its employees and professional advisors who have access to Confidential Information of the other party (a) have signed a non-use and nondisclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees or professional advisors, or (b) are advised of the confidential nature of the Confidential Information and the terms of this Agreement and are bound by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.  Each party shall reproduce the other party’s propriety rights notices on any necessary copies, in the same manner in which such notices were set forth in or on the original.

6.  No Obligation.  Nothing herein shall obligate either party to proceed with any transaction involving the Business.

7.  No Warranty.  ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.  EACH PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.  

8.  Return of Materials.  All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and shall be promptly returned to the disclosing party upon the disclosing party’s written request.

9.  No License.  Nothing in this Agreement is intended to grant any rights to either party in or to the Confidential Information of the other party except as expressly set forth herein.

10.  Term.  This Agreement shall commence upon the Effective Date and shall continue through 3 (three) years.   Notwithstanding the termination of this Agreement, the confidentiality obligations of each receiving party hereunder shall survive until such time as all Confidential.  Information of the other party disclosed hereunder becomes publicly known and made generally available in the public domain through no action or inaction of the receiving party or that receiving party’s employees or agents.

11.  Remedies.  Each party recognizes that nothing in this Agreement is intended to limit any remedy of the other party and that such party could face possible criminal and civil actions, resulting in substantial monetary liability if such party misappropriates this other party’s Confidential Information.   In addition, each party recognizes that a violation of this Agreement could cause the other party irreparable harm, the amount of which may be extremely difficult to estimate, thus, making any remedy at law inadequate.  Therefore, each party agrees that the other party shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the non-breaching party deems appropriate without being required to post any bond or other security.

12.  Non-circumvention.  Notwithstanding anything to the contrary in this Agreement, each party to this Agreement agrees for itself and its affiliates and related parties that it will not engage in any transaction or disclose any Confidential Information that will interfere with, or deprive either party hereto, of any business opportunity disclosed pursuant to this Agreement.  Also, the parties shall not in any manner solicit nor accept any business from sources or their affiliates that are directly or indirectly introduced by the other party to this Agreement at any time without the express permission of the party or parties who directly introduces the source.

13.  Indemnification.  Party 1 hereby agrees to indemnify and hold Party 2 harmless from and against any and all losses, claims, damages or liabilities arising out of the transactions involving the Business (a “Claim”), including reasonable attorneys’ fees and expenses, which Party 2 may incur in connection with or as a result of any actions taken under this Agreement, except to the extent that such Claim results from the gross negligence, intentional misconduct, or bad faith of Party 2.  This indemnification provision shall survive the termination of this Agreement.

14.  Severability.  If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.  Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligation shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

15.  Applicable Law.  This Agreement shall be construed and governed by the laws of the State of Switzerland, without regard to conflict of laws, and the parties hereto submit to jurisdiction of the Switzerland courts, Zurich Land.  If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, in addition to any other relief to which it may be entitled.

16.  Miscellaneous.  This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.  This document contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreements, written or oral, between the parties concerning the profit participation under this Agreement.  Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision.  This Agreement may not be amended, nor any obligations waived, except by a writing signed by the parties hereto.  If any claim is made by any party hereto relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied.  This Agreement is not intended to limit any rights that the parties may have under trade secret, copyright, patent or other laws that may apply to the subject matter of this Agreement both during and after the term of this Agreement.

17. Disbursement of Funds. Party 1 shall pay Party 2 via this Profit Sharing Guarantee Agreement through the paymaster designated by Party 2, Mr ………………., below. Party 1 represents that this Agreement shall be added as an addendum to the contract for sale of instruments entered into between Party 1, as seller and the buying party. In addition Party 1 shall require that the buyer under said contract lodge this Agreement with bank making payment to seller or if coming from a paymaster with the official paymaster as designated by the buyer. Payment to Paymaster Mr ……………. ……….. for the intermediaries shall be made at the same time, or immediately thereafter, as payment is made from buyer’s paying party to Party 1, as seller, and party 1 shall notify intermediaries’ representative and Paymaster ………………………., represented by Mr ……………………………….   by email each time such a payment is made. Payment orders shall be issued/due within 1 banking day upon receipt of any and all funds received by Party 1 to fulfill the purpose of the Business as described herein this Agreement.

…………………………………. represented by Mr …………………..   will receives the total of purchased price in USD and will re-distribute $ 90 (ninety usd ) PER MT OF ALL PETROLEUM PRODUCTS SOLD CONTRACTUALLY to the beneficiaries in equal parts during this operation AND FOR THE PARTY 2 : .... USD  (...... DOLLARS) of ....... usd as shown below :

……………………………………. is:

PARTY 2 ....................   USD  (......... DOLLARS)

MR …………………is

18.  Signing Authority.  Each of the individuals signing below warrants that such individual has the authority to sign for and on behalf of the respective parties.

19.  Facsimile/Electronic Transmission.  Facsimile or electronic transmission of this Agreement shall be considered an original of this Agreement, shall have the same effect and force as signed hard-copy originals of this Agreement, and shall be binding and legally enforceable.

20. Disclosure and Records. The Parties shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of this Agreement

21. This Agreement. This Agreement constitutes the entire Agreement between the parties all prior negotiations, understandings, and agreements whether written or oral. This Agreement shall not be modified, amended or supplemented, except by an Instrument in writing duly executed by each of the Parties hereof. This agreement does not negate or affect any other fee pay agreement already in place with Party 1 for different transactions apart from those specifically mentioned herein, submitted and agreed to by the Parties.

IN WITNESS WHERE OF, the parties hereto have set their hand and seal on the date first above written.

Party 1

……………………………………., Mr ……………………….

FRENCH Passport # ………………………….

               _________________________

Mr ……………………………………………………………

FRENCH Passport n°………………………..

                                                                

                ______________________                        

Mr ……………………………………………………………

FRENCH Passport n°…………………………….

PASSPORT OF PARTY 1 AND GENERAL PAYOR

PASSPORT OF PARTY 1

paymaster

Mr ………………………………   

____________________________

PASSPORT OF PARTY 2

Mr ………………………………

& ………………………..

I hereby swear under penalty of perjury, that the information provided is both true and accurate. I am the signatory. All monies engaged in this transaction are derived from non-criminal origin; and, are good, clean and cleared. The origin of funds is in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action task Force (FATF) 6/01.

I, Mr …………………………………., Passport n°: ……………………., I declare:

For Consultant Services rendered, Hereby with full legal responsibility, under penalty for perjury of laws, issue this Profit sharing Agreement in favor to all the mentioned beneficiaries names named in this document.

All possible purchase transactions arising out of the contacts with the beneficiaries included in this PSA, as well as possible contacts with any other purchases arising from these contacts, I accept and irrevocably declare that they will be subject to the indicated percentages of the Commission In the present document.