BUSINESS/ INVESTMENT AGREEMENT

 

THIS       AGREEMENT    is    made    at     Lahore    this   ___   day   of   March, 2020. 

 

BY AND BETWEEN

 

Mr.________________ S/o Mr. ___________________, holding C.N.I.C No. ______________________, presently residing at ____________________________________________________________, Lahore, referred to as the “First Party”) which expression means and include his respective legal heirs, successors-in-interest, administrators, assigns, receivers etc.), of the First Part.

 

AND

 

Mr. ______________________ S/o Mr._____________________, holding C.N.I.C No. ______________________________  R/o House No. ___________________________________, Lahore (hereinafter referred to as the “Second Party”) which expression means and include his respective legal heirs, successors-in-interest, administrators, assigns, receivers etc), of the Second Part

 

 

WHEREAS the First party is an investor, working under the name of “______________________” and is interested to initiate a business for the export of “_________________________”(Export Item) with the second party. The Second party is an exporter working under the name of “______________________________” dealing in the business of export of metals (elements) and stones and has sufficient experience and expertise in this business and is fully conversant with procedural formalities, foreign principles, clearing agencies and in their sale to the private parties on profit.

 

AND WHEREAS the first party is interested to invest in the business of exporting “PRODUCT”, which is likely to be exported on profit to the foreign countries together with the second party.

 

The Parties wish to set forth, in a written agreement, the terms and conditions by which they will associate themselves in the joint business enterprise.

 

NOW, THEREFORE, in consideration of the promises contained in this Agreement, the Parties affirm in writing their association as a joint venture in accordance with the following provisions:

 

1. Tenure of the Agreement:

This agreement shall commence from the date of signing of this agreement and shall continue for two years or until its termination by the parties under the agreement.

 

2. Purpose

The purpose of this agreement is to export and to deal with such goods, materials, provisions and things as may be necessary in carrying on the business for the export of “chromite” to foreign countries.

 

3. Law

This Agreement shall be subject to the Laws of Islamic Republic of Pakistan.

 

4. Investment

That the first party shall invest an amount of Rs. 12 Million to establish the business contract for materializing said business through Second Party.

 

5. Profit/ Loss Sharing

a)  The profit of each consignment shall be shared by the parties as per following data.

Quantity of Chromite           for Export       (Tons)	Party	Ratio of Investment by each Party	Ratio of Profit Sharing    (%)
500 Tons	First party	Amount of 500 tons of Export Item solely contributed.	75% of total profit
	Second party	Nil	25% of total Profit
1000 Tons	First party	Amount of 500 tons of Export Item contributed.	75% profit only from 500 tons in which he has invested.
	Second Party	Amount of remaining 500 tons of Export Item contributed. The same amount shall be refunded by the First Party vide conditional cheques, which shall be encashed after the successful completion of each transaction.	25% profit of 500 tons in which First Party has invested.  100% profit of remaining 500 tons in which he has invested.

 

The profit will be shared after completion of each transaction.

 

The transaction will be completed after the payment made.

 

The losses, if any, will also be shared in the like manner.

 

6. Management

Both parties shall participate in the management and conduct of the affairs of the business shall be mutually agreed by the parties inter-se. The payments shall be made by the First Party through the Second Party.

 

7. Assurances and Affirmations

• Both the Parties shall safe guard the interest of the Export Business. The Parties shall not maintain, enter or engage in any business relationship, financial or fiduciary, as shall cause prejudice or injury to the financial viability of the Export Business or create any liability on it.
• Each Party shall be just and faithful to the other Party in all transactions relating to the Export business and shall at all times give to the other a true account of his dealings.
• Cosmic International i.e. Mr. _____________ and Mr. _____________alongwith the First Party shall not enter into the export business for a period of min. 2 years.
• Neither Party shall without the written consent of the other:
• Dispose of by way of sale, pledge or otherwise part with the Export Items.
• Become guarantor or surety for any person or knowingly suffer anything whereby the Export Item may be jeopardized;
• Assign or charge his interest in the Export Business;
• Start or engage in any competing business during the subsistence of this Agreement/ Business.

 

8. Delivery

• That the second party shall get LC in favour of the First Party and shall procure and load/ unload the material. The yard of the second party situated at Karachi shall be used for this purpose.
• Any variation to the schedule shall be mutually agreed.
• In addition to the above the second part shall provide the copy of the LC documents of each transaction to the second party.

 

9. Accounting system, books, records and operation of accounts:

• That the Second Party shall submit proper cash receipt after receiving the amount from the First Party which shall be invested in the said business.
• That the Second Party shall not conceal any information and shall timely inform the First Party about all relevant information most expeditiously in writing.
• That the Second Party shall keep proper account of expenses of the said business and shall submit proper accounts to the First Party on monthly basis or even earlier if so desired by the First Party.
• That the profit and loss of the business shall be determined mutually in written form duly signed by both the parties on the completion of each transaction.
• All accounts signed as provided hereinabove, shall be conclusive and final between the Parties as to all matters stated therein unless some manifest error is discovered within three months after the signing thereof, in which case such error shall be rectified.
• In addition thereto, as soon as the annual general account has been signed by the Parties the net profits (if any) shall be divisible between the Parties in accordance with and proportionate to their contribution under the provisions of Profit and Loss Cause mentioned herein above.

 

10. Books of Accounts

Books of account of the transactions of the business shall be kept at the office of the First Party and at all times be available and open to inspection and examination by any party.

 

11.  Annual Accounting

Each calendar year, a full and complete account of the condition of the business transactions shall be made to the parties.

 

12.  Government Tax

Each of the Party shall bear his own income tax. In the event any other Government tax is liable on the Export Business, the same shall be deducted according to the ratio of share of both the Parties.

 

13. Debts and liens

That the Second Party shall not obtain any loan or financial facility viz. the consignment without the written approval of the First Party.

 

14. Marketing

That the Second Party shall explore the market in foreign countries and shall book the orders with the consent of the First Party.

 

15. Notice:

Any notice pursuant to or with reference to this Agreement shall be in writing and shall be valid and sufficient if dispatched by cable, registered airmail, postage prepaid, courier, telex or facsimile addressed to the Party to which notice is being given at the address as the Party may specify from time to time in writing.

 

16. Settlement of Disputes.

A. Amicable settlement

1. In the event of a claim or dispute, the Parties shall in the first instance use their respective best endeavors to arrive at an amicable settlement by negotiating in good faith.

B. Arbitration

1. All the disputes, controversies, or differences of opinion which may arise between the Parties, which cannot be amicably settled, shall be submitted to and settled by a sole arbitrator nominated by the Parties or, if the Parties are unable to agree to a sole arbitrator, by two arbitrators, one to be appointed by each Party, and the two arbitrators, shall appoint an umpire before entering upon the reference and provisions of the Arbitration Act, 1940 or any re-enactment or modification thereof in force  from time to time shall apply to such arbitration. The arbitration award shall be final and binding upon the Parties. The procedural law of the arbitration shall be the Laws of Pakistan. The arbitration shall be held in English language at Lahore.

 

17. Confidentiality:

All communications between the Parties and all the information and other materials supplied to, or received by, one Party from the other, which is either marked confidential, or is, by nature, confidential shall be kept confidential by recipient unless or until the recipient Party can reasonably demonstrate that any such communication, information and materials is, or part of it is, in the public domain, or is required to be disclosed by law or in pursuance of employment duties.

 

18. Termination

This Agreement can be terminated by any party after giving a prior written notice of Six (06) months. 

 

19.  Death, incompetency, withdrawal, or   bankruptcy.

In the event any Party dies or is declared incompetent by a Court of competent jurisdiction, the successors in interest of that Party shall succeed to the Business interest of that Party and shall have the rights, duties, privileges, disabilities, and obligations with respect to this Agreement, the same as if the successors in interest were parties to this Agreement, including, but not limited to, the right of the successors to share in the profits or the burden to share in the losses of this Business, in the same manner and to the same extent as the deceased or incompetent Party; the right of the successors in interest to continue in this Business and all such further rights and duties as are set forth in this Agreement with respect to both the Parties, the same as if the words "or his or her successors in interest" followed each reference to a Party; provided, however, that no successor in interest shall be obligated to devote any service to this Business and, provided further, that such successors in interest shall be treated as holding a passive, rather than active, ownership investment.

 

20. Payments Upon Termination/ Withdrawal of Party:

(a) Amount of Payments.

Upon the withdrawal of a Party, that Party or, in the case of death or incompetency, that Party's legal representative shall be entitled to receive the amount of the Party's capital account.

(b) Time of Payments.

Subject to a different agreement among the Parties or successors thereto, the amount specified above shall be paid in the form of Bank Draft or Cheque, in full as per Profit/ Loss Share of that Party as described herein above.

 

21.General:

This Agreement contains the entire agreement of the Export Business inter se the parties and may be amended only by the written agreement executed and delivered by both the Parties.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement the date first above written.

 

 

_______________________________
FIRST PARTY

Name:___________________________

C.N.I.C No: _______________________

Present Residence: ________________

 

 

________________________________
SECOND PARTY

Name: __________________________

C.N.I.C No:  ________________________

R/o:____________________________

 

 

   WITNESSES:                                                

 

 

1. ___________________________                  2. __________________________   

Signature                                                            Signature

Name_________________________                 Name_______________________

S/d/w/o________________________              S/d/w/o______________________

NIC NO_______________________                  NIC NO_____________________

Address_______________________                 Address_____________________

______________________________                 ____________________________