Whereas, each signatory Party possesses certain information, not known by any other Party.

Transcription

1 GTM Global Trade Mediation (GTM is a part of HTB-Group) Westenburgerweg 218, NL-5213 SM - s-hertogenbosch, The Netherlands. : info@globaltrademediation.eu - Web Page: Skype ID : htb-group : * - : NCND & MFPA-AGREEMENT Between: FND-Group and associated Companies FUNCTIONAL DESIGN NL. Engineering + Construction Herengracht 518, 1017 CC Amsterdam. Ir. D. Tirimanna Hereinafter called FDN And GTM-Global Trade Mediation Hereinafter called GTM Regarding: Floating-Breakwater project MARSEILIA BEACH 4, SIDI ABD EL RAHMAN (Between Alexandria & Mersa Matruh) EGYPT, Date: Whereas, each signatory Party possesses certain information, not known by any other Party. Whereas, the parties are initially desirous or conducting various business transactions in contact with any third Party introduced by other Party to this agreement, except for the mutual benefit of all Parties and The undersigned Parties agree, in the consideration of the foregoing promises to abide by the following terms and conditions: 1. Non-Circumvention: Each Party agrees not to directly or indirectly contact, deal with transact, or otherwise be involved with any corporation, partnership, proprietorships, trust, individuals, or other entities introduced by either Party without the specific written permission of the introducing Party. 2. Each Party agrees not to directly or indirectly circumvent, avoid or bypass each other regarding any renewals, corporation, partnerships, proprietorships, trusts, or other entities introduced by either Party. Page 1 of 7

2 3. Non- Disclosure: Each Party agrees not to disclose or otherwise reveal to any third Party the identities, addresses, numbers, WebPages and E- mail addresses facsimile numbers, addresses, telex numbers, bank codes, account numbers, financial reference, or any other entities introduced by either Party to the other without the specific written permission of the introducing Party. 4. Terms: This Agreement is valid for the following term: two (2) years from the date of signing of this agreement or, if necessary, after finalizing project. 5. Parties bound: This Agreement shall be binding upon all undersigned Parties and their heirs, successors, associates, affiliates and assigns. Each Party shall take reasonable steps to ensure that their Employees, Agents Representatives, Officers, Independent Contractors, Shareholders, Principals and other third Parties abide by the provisions of this Agreement. 6. Notice: All notices, demands, consists, or requests given by the Parties shall be in writing transmitted by tele-copier or other means of facsimile transmission with return confirmation requested, postage prepaid, to the other Party at the last facsimile number or address the Party has designated by notice here in. Notice shall be considered to have been given. 7. Language: The language in all the Agreement shall be in all cases constructed simply according to its fair meaning and not strictly for or against of the Parties and it is agreed that the English language is used. 8. Severability: Should any portion of this Agreement be declared invalid or unenforceable, then such portion shall be deemed to be severable from this Agreement and shall not effect the remainder hereof. 9. Integration: This Agreement constitutes the entire Non Circumvention Agreement between the Parties and supersedes all prior discussion, negotiations and Agreements, whether oral or written. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding involving this Agreement 10. Amendments: Any change or amendment to this Agreement, including oral modification supported by new consideration, must be reduced to writing and signed by all Parties before it will be effective. 11. Waiver: No waiver or default of any of this agreement by any party shall be implied from any omission of such party to take action against the defaulting party. One or more waivers of any covenant, terms or condition of this agreement by any party shall not be considered to be waiver of render unnecessary consent or approval of said party of any subsequent or similar acts or omission. Page 2 of 7

3 12. Arbitration: Any controversy or claim arising out of this agreement which is not settled between the parties themselves, shall be settled by arbitration in accordance with the international chamber of commerce (ICC) rules and arbitration is the nearest regional or ICC noncircumvention and non-disclosure laws and binding for all undersigned parties and their associates, affiliated, employees, agents holders, principals, heirs, successors, assigns and other third parties. 13. Relationship: The Parties hereto shall not be deemed to be Partners or Joint Ventures and no Party shall be liable for any other Party's commitments or liabilities resulting from execution of this Agreement. 14. Force and Effect of Documents: The Parties hereto agree that a signed telefax or other facsimile copy of this Agreement shall have force and effect as the original of this document. IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their authorized document. ENTITY/PERSON : Ir. D. Tirimanna Signature Date : ENTITY/PERSON : J. G. Van den Hurk Owner of GTM-Global Trade Mediation Signature. Date : Chamber of Commerce No.: BTW/VAT No. NL B02. Page 3 of 7

4 CONTRACT NO COMMODITY ORIGIN CONTRACT QTY CONTRACT PERIOD TERM SELLER S NAME REPRESENTED BY INTERMEDIAR NAME REPRESENTED BY IIRRRREEVVOCCAABBLLEE MAASSTTEERR FFEEEE PPRROTTEECCTTIIONN AAGRREEEEMEENNTT AALLLL CCOMMIISSSSIIONNSS SSHAALLLL BBEE PPAAIID SSIIMUULLTTAANNEEOUUSSLLYY BBYY PPAAYY ORRDEERRSS TTO TTHEEIIRR RREESSPPEECCTTIIVVEE BBAANNKK AACCCCOUUNNTTSS Regarding: Floating-Breakwater project MARSEILIA BEACH 4, SIDI ABD EL RAHMAN (Between Alexandria & Mersa Matruh) EGYPT, The Netherlands one two (2) years from the date of the execution of this fee protection agreement or, if necessary, after finalizing project. Floating-Breakwater project MARSEILIA BEACH 4, SIDI ABD EL RAHMAN (Between Alexandria & Mersa Matruh) EGYPT, FUNCTIONAL DESIGN NL Ir. D. Tirimanna GTM-GLOBAL TRADE MEDIATION J. G. VAN DEN HURK - OWNER We the undersigned herewith referred as FDN, under penalty of perjury do hereby irrevocably confirm and irrevocably accept to pay all intermediaries and fee holders (GTM-Global Trade Mediation) at the same time and in a manner as FDN is being paid for each and every transaction of this contract up to the completion of the contract plus rollovers and extensions and in accordance with the bank details to be specified in the hard copies of this contract. We, FDN, irrevocably confirm that we will order and direct our bank to endorse automatic payment orders to the beneficiary named below; furthermore, we, FDN, confirm that all pay orders shall automatically transfer funds as directed into each beneficiaries designated bank account within 2 (two) weeks after the date of closing and completion of each and every shipment of the product during the contract term plus any/or extensions and rollover of the specified contract. For the purpose of clarity, we confirm that the closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the FDN has been drawn down at the counters of the issuing bank. We, FDN, agrees to provide all beneficiaries with written evidence of the pay orders lodged with our bank together with acknowledgements of their acceptance. Furthermore, our bank shall be instructed to provide duly signed and stamped acknowledgement of this instruction as set out in the annex forming part of this agreement it is understood that for the purposes of this Master Fee Protection Agreement, our bank shall be the same bank and this MFPA acts as an integral part of it. We the undersigned being FDN or FDN named legally authorized representative as stated within the signed and legally binding main transaction, contract unconditionally agree and undertake to approve and originate all payments in EURO currency to all beneficiaries named below as their rightful and payable commissions. This agreement also acts as a record confirming the commission amounts for each named beneficiary as set out below:- TOTAL COMMISSION shall be Paid Directly BY FDN. The amount of ,= of the amount of the delivered goods should be settled as herein stated to be transferred into the account as follows: 50% (fifty percent) pre-payment after undersigning contract between FDN and Egyptian company and 50% (fifty percent) as mentioned above. Page 4 of 7

5 TERM & CONDITIONS This master fee protection agreement covers the initial contract and shall include any renewals, extensions, rollovers, additions or any new or transfer contract any how originated from this transaction because of the above intermediaries or changing codes of the initial contract entered into between FDN and GTM. This master fee protection agreement and any subsequently issued pay orders shall be assignable, transferable and divisible and shall not be amended without the express written and notarized consent of the receiving beneficiary. All parties agree neither to circumvent nor to attempt circumvent either for the transaction of this current contract or in the future for a period of five (2) years from the date of the execution of this fee protection agreement or, if necessary, after finalizing project. This document binds all parties, their employees, associates, transferees and assignees or designees. All faxed and/or ed signatures shall be considered as original signatures for the purpose of binding all parties to this agreement. This document may be signed and in any number of counterparts all of which shall be taken together and shall constitute as being one and the same instrument. Any party may enter into this document and the agreement constituted thereby by signing any counterpart any time, date or period mentioned in any provision of this document shall only be amended by agreement in writing and signed off by all parties concerned. Furthermore, we agree that any and all commissions due shall be paid to the beneficiary as a result of any extension or rolls of the contract and that we shall effect all necessary documentation with our bank without any undue delays to ensure such commissions and paid within the terms of the agreement. PARTIAL INVALIDITY: The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its illegality, validity or enforceability under the law of any other jurisdiction or provision. GOVERNING LAW AND JURISDICTION: This document shall be governed and construed in accordance with current English or I.C.C 400/500/600 signed between partners NCND laws, for unresolved disputes the laws of the Netherlands ARBITRATION: All parties agree to refer any disputes between the parties arising out of or in connection with this agreement including any questions regarding its existence, validity or termination to arbitration rules of the international arbitration centre (I.A.C). The appointed arbitrator shall hold the proceedings in any country chosen by the parties and the rules of the IAC shall apply. This document is signed and accepted by parties named below as to be included in the main contract. Page 5 of 7

6 PARTICULAR S Company Name Represented by Title Passport No Nationality FDN FUNCTIONAL DESIGN NL and associated Companies Ir. D. Tirimanna Signature Bank Name Bank Address Account Name Account No. SWIFT Code Bank Officer Bank Telephone /Fax TOTAL COMMISSION FOR INTERMEDIAR SIDE: The amount of ,= of the amount of the delivered goods should be settled as herein stated to be transferred into the account as follows: 50% (fifty percent) pre-payment after undersigning contract between FDN and Egyptian company and 50% (fifty percent) as mentioned above. Beneficiary Name Bank Name Bank Address Account Name J. G. van den Hurk ING-Bank s-hertogenbosch The Netherlands J.G. van den Hurk Account No IBAN No. SWIFT/BIC Code Bank Officer Bank Telephone /Fax NL28INGB INGBNL2A Mr IN WITNESS WHEREOF, the Parties hereto execute this Agreement by their authorized document. ENTITY/PERSON : Ir. D. Tirimanna Signature Date : ENTITY/PERSON : J. G. Van den Hurk Owner of GTM-Global Trade Mediation Page 6 of 7

7 Signature. Date Page 7 of 7