INVESTMENT AGREEMENT
THIS AGREEMENT is entered into as of the …………. day of ………………………. between ……………………………….of ……………………………….. ("Investor") of the one part and …………………………., a private limited company duly incorporated under the laws of Malaysia and having a principal place of business at (address???) ………………………….……………………………………………………. ("Company") of the other part.
THE PARTIES HEREBY agree as follows:
1.0 PARTIES’ AGREEMENT
Investor agrees to enter into this Investment Agreement for the special program hereinafter defined (“Special Program 1”) but upon the several terms and conditions covenants and representations as hereinafter set forth.
2.0 INVESTMENT CONSIDERATION
2.1 Upon execution of this Agreement, Investor agrees to invest with Company and pay the sum of Ringgit Malaysia Ninety Thousand Only (RM90,000-00) as an investment sum (“Investment Sum”) for the Special Program 1 hereinafter defined.
2.2 Unless otherwise agreed by Investor in writing, any additional amount made or paid by Investor to Company after execution of this Agreement, and upon Investor’s agreement, shall be regulated according other terms and conditions stipulated under other special program(s).
2.3 It is further covenanted and agreed by Company that Investment Sum shall be utilized for the Special Program 1 only and for no other purpose without the consent in writing by Investor.
3.0 SPECIAL PROGRAM 1
3.1 Company’s Special Program 1 is to fulfill its objective to maximize current income, by way of injecting immediate fund in the form of investment by Investor, without incurring any liability, corporate or otherwise, to Investor.
3.2 The objective of Special Program 1 is to purchase and import three (3) units of cars of classic models namely:
(1) …………
(2) …………
(3) …………
from elsewhere countries, to be delivered into Malaysia, ready and available to be sold to the customers within or without Malaysia, within the time stipulated in Clause 8.0 of this Agreement.
3.3 Company shall agree to return Investment Sum plus a guaranteed profit of Ringgit Malaysia Thirty Thousand Only (RM30,000-00) which sum shall be paid to Investor within the time stipulated in Clause 8.0 of this Agreement.
4.0 REPRESENTATIONS AND WARRANTIES
Company represents and warrants to Investor as of the date hereof (which representations and warranties shall survive the execution, delivery and completion of this Agreement and the funding of the Investment) as set forth below:
4.1 Company is duly qualified to conduct business as it is currently being conducted including possessing all rights, licenses, imported permits (AP) and authorizations now issued or hereafter to be issued by any Governmental Authority in connection with the operation or conduct of Company's business and, except where failure to be qualified would not reasonably be expected to cause, Company is in good standing in which the nature of its business or location of its owned property and assets requires such qualification.
4.2 Company has full power and authority to enter into this Agreement and or each of the other further investment documents, if any, to incur the obligations as hereby contemplated, and to carry out the provisions of this Agreement and each of the other further investment documents, if any. Company has taken all action necessary for the execution and delivery of this Agreement as evidenced by corporate resolution.
4.3 Upon execution and delivery by each of the parties thereto, this Agreement shall be the legal, valid and binding obligations of Company and shall be enforceable against Company in accordance with its respective terms.
4.4 Company is not a party to nor has been, to Company's best knowledge, threatened by any suits, actions, claims, investigations by Governmental Authorities or legal, administrative, arbitration or mediation proceedings. Company has no knowledge of any basis or grounds for any such suit, action, claim, investigation or proceeding.
5.0 CONFIDENTIALITY
In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical confidential or proprietary information of the other party, including information in whatever form, relating to the business of such party that is not generally known or available to others, including source code and documentation for trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party’s vendors, and such party’s contemplated plans, strategies and prospects ("Confidential Information"). Each party acknowledges and agrees that any Confidential Information received or obtained from the other party will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law. If disclosure is required by law, the party required to disclose Confidential Information shall reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible.
6.0 INVESTMENT NOT A SALE OF SHARES OR SECURITIES
This Agreement does not constitute a sale of shares or securities of any form in Company nor is it intended to be an offer for sale in shares or securities of the same.
7.0 PARTIES’ RELATIONSHIP
7.1 The relationship of Company and Investor established by this Agreement is that of independent contractors, and neither party is an employee, partner or joint venture party of the other.
7.2 It is hereby agreed that Investor shall not be liable to be involved or implicated in the day-to-day running of Company’s business, financial or otherwise.
8.0 INVESTMENT PERIOD
8.1 Investment Period shall be effective from the date of the signing of the Agreement.
8.2 Time, wherever mentioned, shall be the essence of this Agreement.
9.0 ASSIGNMENT
Neither party shall have the right to assign this Agreement and/or to assign, license or otherwise transfer any or all of its rights, powers, privileges and obligations hereunder to any third party without the written consent of the other party.
10.0 BREACH OF AGREEMENT
10.1 Failure by either party to perform any of his/its obligations under this Agreement shall be deemed a breach of this Agreement and the party claiming such breach shall forthwith be entitled to exercise any or all of the rights and remedies as may be available at law or in equity.
10.2 This provision hereof shall survive and remain operative and in full force and effect regardless of the termination of this Agreement or expiration of the term or duration of this Agreement.
11.0 FORBEARANCE, NOT A WAIVER
The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party´s right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect.
12.0 ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between Investor and Company relating to the subject matter hereof and supersedes any and all prior negotiations, undertakings and agreements between the parties hereto with respect to the subject matter hereof. Each party acknowledges that no statement, promise or inducement has been made to such party, except as expressly provided for herein.
12.2 This Agreement may not be changed or modified, or any provision waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought.
13.0 FORCE MAJEURE
Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, natural disaster, fire, flood, accident, riots, acts of government, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.
14.0 JURISDICTION AND GOVERNING LAW
The parties hereto agree that this Agreement shall be governed by, and interpreted and construed in accordance with, the internal laws enforceable in Malaysia, and any decision of the court shall be accepted and deemed as final.
15.0 NOTICE
Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective:
(i) upon delivery when delivered in person;
(ii) upon transmission when delivered by verified facsimile transmission; or
(iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective parties as hereinabove mentioned.
16.0 SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Signed by the Investor ]
]
In the presence of: ]
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Witness: Name & ic
Signed by the Executive-Director ]
]
For and on behalf of ]
]
In the presence of: ]
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Witness: Name & ic
Assalam, saya minta kebenaan untuk guna agreement ini sebagai rujukan. amaw72@hotmail.com
ReplyDeletego ahead bro! need any advice u can always refer to me...
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