Scam Tip Report #19096 - Email contact thru Realtor.com
| Scam Reporter | Scam Tips Received | ||||||
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  | No Name Ipswich, MA, United States 2014-05-10 18:46:04 Business Venture Scam |  Email contact thru Realtor.com
A Ref. GT2014/02/$20,860Musd CONFIDENTIAL WORKING AGREEMENT This Agreement is made and entered into by and between: (First party) SADIQ HASSAN OMAR INVESTMENT LTD 12 Port Said Street Northern of the new PTT, Tartous, Syria, (Hereinafter refer as First Party) AND (Hereinafter refer as Second Party) This Agreement is made this …… Day of April 2014 between SADIQ HASSAN OMAR Investment Co., Ltd , citizen of United Kingdom as represented by Ahmed Raheel (Financial Consultant/Broker) and , hereinafter referred as the MANAGER /FOREIGN PARTNER, of UNITED STATES OF AMERICA. RECITALS Whereas the First Party is A Business Man and Financial Investor and real estate investor and broker who would like to make a direct investment to the second party for an amount of GBP 13,086,988.90 ,which is equivalent to 15,767,510.58 EUR/USD$20,860,000. (TWENTY MILLION ,EIGHT HUNDRED AND SIXTY THOUSAND DOLLARS ONLY) hereinafter refered as FUND, and Whereas, The Second Party is , engaging in real estate and business development activities. Whereas the second party is willing to accept the investment capital and the First Party is prepared to Co-operate with the Second Party in that respect. NOW, THEREFORE, in consideration of the foregoing facts and the mutual representations and covenants hereinafter set forth, the parties hereto agree as follows: For transfer/payment of investment funds from first party to second party, Second party shall establish an account with First Republic Bank or Chase Bank in USA. Through this account, first party shall provide second party with negotiable check against this account. First party shall utilize this account to make applicable deposits to Second party.This bank account can only be used for bank wires within USA and not outside USA and it should either of the above banks..Second party shall provide bank account details including the online information for First party where the investment funds will be wired for investment as planned. ARTICLE 1 The recitals set forth above constitute an integral part of this agreement at all time and Considered as a fundamental condition to execute the said agreement. ARTICLE 2. PURPOSE OF THIS AGREEMENT The purpose of the present agreement is to define the contractual relation between the first party and the second party. ARTICLE 3. RIGHTS GRANTED Subject to the terms and upon the conditions set forth herein, throughout the duration of this Agreement, The First party hereby accepts to make a direct investment (as from April, 2014) to the second party . ( via Bank account that will be provided by second party) in the amount of GBP 13,086,988.90 which is equivalent to 15,767,510.58 EUR/USD$20,860,000. (TWENTY MILLION EIGHT HUNDRED AND SIXTY THOUSAND DOLLARS ONLY) and the Second Party hereby accepts to use and invest the above mentioned Fund in real estate and development activities. Any other funds needed during this transaction for tax or fees should be wired through the First Republic Bank account/Chase Bank. Article 4. Purpose The investment facility has been provided for the general working capital purpose of the second party. ARTICLE 5. The Fund The Fund covered by this agreement shall mean at all times a total amount of GBP 13,086,988.90 which is equivalent to 15,767,510.58 EUR/ USD$20,860,000. (TWENTY MILLION EIGHT HUNDRED AND SIXTY THOUSAND DOLLARS ONLY). ARTICLE 6. Contract Duration 6.1 The present agreement shall become effective only on the date that the total fund is transferred, entered and availed into the account of the second party and shall be valid for an initial term of ten full consecutive years. 6.2 Afterwards, this Agreement shall be renewed by tacit consent for equal period(s), unless otherwise terminated by either party three months prior to the expiration of any of the following renewal period (s). 6.3 Any termination of the present Agreement shall not impair any rights or remedies of any party hereto neither accrued prior to the termination nor relieve any party of its obligations accrued prior to such termination. 6.4 The proof of transfer should be obtained from the receiving bank of the second party, as evidence that the money has been received by the second party to identify the validity and starting date of this agreement. 6.5 The second party will make the first profit payment as soon as profit materializes. As described in modification of Sec 8.4 6.6 The second party will receive the fund by wire transfer as a seal of the contract agreement.. ARTICLE 7. TERM AND CONDITIONS The first party will provide the second party with the amount specified in article 4 based on the following specific terms and conditions. 7.1 The Second party has agreed on sharing of the net profit on 55%/45% bases between the two parties. 55% for First Party and 45% for second Party. 7.2 The second party should pay the agreed profit in the month of January for every year till that time where both party agree to terminate the agreement. - See sec 8.4 7.3 The Second party will transfer the profit amount or hand over to a legal account or person authorized by the First party. The First party agrees that all business proceeds, profits and monies will be transferred to a legitimate account which will not contradict or contravene the Laws of Unted States Of America 7.4 , is a full time investment and real estate development and shall devote all it\'s energies to the business of this joint venture. First party agrees that second party will receive (deduct from fund) an operations payment of $20,000 per month. First party agrees to allow the second party to retain all Real Estate Brokerage commissions. Both the RE commissions and the monthly \"operations payments\" shall NOT be subject to the 55/45 profit split. 7.5 A . An \"operations payment\" of $50k shall be provided from first party to second party (deducted from investment fund by second party)once the investment funds arrive the Second party Bank account as from April, 2014 to cover part of the expenses made during the process of this transaction. 7.5 B. A written Instruction or authorization letter should be provided by the first party at the beginning of each year to avail the profit payment, and proof of such payment should be maintained by the second party as evidence at all times. 7.6 It has been agreed that fund provided is a Joint Venture (JV) and does not entitle the first party to any rights in the second party properties nor any management rights in any of the second party companies or activities, more over the first party are not allowed to interfere at any time or claim any right to do so. ARTICLE 8. Agreement Parameters 8.1 It is been agreed that the financial year of the activities commence on the first of January and end on the 31st of December of each year except for the first financial year which shall begin at the time of executing of this contract and until the 31st of December of the same year . 8.2 It has been agreed that the profit should be calculated on Individual investment/property basis. 8.3 Profit rate is shared accordingly by both parties per sec 8.2 8.4 If investment/property/development requires greater than 18 months from acquisition to close, Profit distribution should be paid as investments close unless particular investment is an ongoing business concern. In this case, yearly profit distribution shall be made. ARTICLE9. PROFIT AND LOSS Both parties have agreed that the profit generated by this investment or any other activities of the second party is the sole right of the second party and the first party has no rights whatsoever to claim any profit even if it has been generated through the support of the first party, unless it has been pre-agreed by both parties in writing. ARTICLE 10. EXPIRATION AND CANCELLATION 10.1 This Agreement shall expire as provided in Article 6 hereon. It may also be terminated by either party for any of the following reasons and conditions: 10.1.1 If the fund agreed in this agreement has not been availed to the second party for Whatsoever reason, this contract will be automatically canceled and neither party has any rights or jurisdiction to claim any compensation or amount from the other party. 10.1.2 The expiry of the period of the agreement unless agreed upon or the Renewal of the same agreement.. 10.1.3 The unanimous decision of the two parties to cancel this agreement at the terms and conditions agreed and specified at that particular Time. 10.1.3.1 If the second party fails to pay the profit agreed to the first party for two consecutive years. 10.2 Any one of the parties could cancel the agreement after settling his Liabilities to the other party in the following way: 10.2.1 If first party wishes to cancel at any time he should pay to the second party the following amount: 10.2.1.1 For cancellation in any of the first 2 years an amount of 10% of the total investment fund provided (minimum $20m investment) will be deducted from the fund on the date of returning the fund in additional to the current year profit ( to be deducted ) by and for the second party . 10.2.1.2 For cancellation in years 3 thru the end of the last year of the agreement an amount of 5% of the total investment fund provided (minimum $20m investment), where it will be deducted from the fund amount on the date of returning in additional to the current year profit ( To be deducted ) by and for the second party. 10.3 The first party has the full rights to terminate the contract without any penalty or deduction if the second party fails to pay the agreed profit for two consecutive years. 10.4 The second party can terminate this agreement at any time by Paying back principle and applicable JV percentage of completed projects, to the first party. The second party can also terminate this agreement without any penalty if the first party’s investment funds or proceeds contravene United States Business Laws and Legislation. 10.5 Furthermore, the present agreement will be terminated in the Event either party ceases activities, liquidates or dissolves itself, Demands a moratorium involving a large part of its assets, ceases to make payments, declares bankruptcy, is declared in judicial adjustments or liquidation or become the object of any similar procedure, becomes the object of a judgment ordering it to cease activities, has its assets seized or has trustee or receiver appointed. 10.6 At the end of this agreement for any reason whatsoever, the second Party will return to the first Party its whole Fund which the first party undertakes to take back. 10.7 Under ANY cancelation or termination, only principal and unpaid share of net profit shall be returned/paid to first party. Any and all projects in development or under contract at that time shall be liquidated or completed (whichever return is higher) and the net profits provided and defined in JV. ARTICLE 11. CONFIDENTIALITY The parties hereto agree to respect the confidentiality nature of information which they receive during the term of this Agreement, including information concerning the sale, distribution, financial statements or banks or accounts information of the company or the signatory of this agreement, and they undertake to keep such information strictly confidential during the said term, and after the termination or non renewal of the Agreement. ARTICLE 12. WAIVER No forbearance on the part of either party in enforcing its rights under this agreement, nor any renewal, extension, or rearrangement of any payment or covenant to be performed by the other party hereunder shall constitute a waiver of any term of this agreement or a forfeiture of any such right. ARTICLE 13. NOTICE 13.1 Any notice demand, request, consent, approval, designation, specification or other communication given or made , or required to be given or made hereunder, shall be in writing and shall be hand-delivered or sent by registered air mail ( postage fully prepaid) addressed to the parties in the manner set forth below : (i) If to the First Party (ii) If to the Second Party Or to such other address of facsimile or telex number or person as either party may hereafter designate. 13.2 13.2 A notice shall be deemed to have been given and received: (i) when left at the appropriate address if sent by registered mail; (iii) when dispatched and the correct answerback received if sent by email, telex or facsimile. ARTICLE 14. FORCE MAJEURE Non compliance by either the First Party or the Second Party owing to Force Majeure with any of the said obligations shall not lead to the termination of this agreement provided either the first party or the Second Party has, as soon as possible under the circumstances, notified the other party in a letter sent by registered mail, of the reason for non compliance. Pursuant to this Clause, Force Majeure shall be deemed to be any unforeseeable and irresistible event provoked by an external cause, which constitutes an obstacle to the performance of an obligation, such as foreign or civil war, riots, acts of public enemies, general strikes, sabotage, piracy, fire, explosion, natural disasters and act of local government and parliamentary authority. The parties agreed to interrupt the Agreement for the period of such event and until the activities resume normally. ARTICLE 15. GOVERNING LAW AND JURIDICTION 15.1 All difference concerning the validity, the interpretation or the performance of the present Agreement shall be finally settled under the rules of conciliation and arbitration of United States Laws & Legislation by a single arbitrator appointed in accordance with the said rules. The seat of such arbitration shall be in America and the language of such arbitration shall be in English. 15.2 This agreement shall in all respects be governed and construed in accordance with America Law as delivered and performed within ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 This Agreement may be amended only by a written document signed by both parties or by their duly authorized representatives. 16.2 This agreement supersedes all prior agreements between the parties (written or oral) and is intended as a complete and exclusive statement of the terms of the Agreement between the parties. 16.3 All reference to a year or a month shall mean a calendar year and a period of thirty days respectively. 16.4 In the event that this agreement is translated into any other language, the English language version hereof shall govern. For the First Party For the Second Party …………………………………. …………………………………………. Authorized Signatory Authorized Signatory Name: SADIQ HASSAN OMAR Name: SADIQ HASSAN OMAR INVESTMENT LTD. Title: INVESTOR Title: MANAGER/FOREIGN PARTNER Represented by: MR AHMED RAHEEL . (Financial Broker) ……………………………………… Witnessed by: Name: …………………………… Occupation: …………………….. 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