INVESTMENT AGREEMENT

by | Nov 2, 2023 | Agreements

 

INVESTMENT AGREEMENT

 

BY

 

JOHN HARRIS (PARTNER 1)

 

AND

 

JOSEPH BINNEY (PARTNER 2)

 

 

THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective Date”) entered into by Partner 1 and Partner 2 (Partner 1 and Partner 2 collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

 

  1. COMMENCEMENT AND DURATION

This agreement shall be valid from the Effective Date until termination.

 

  1. THE INVESTMENT

The parties herein intend to lay out the terms of their investment in the company named JJ E Commerce Ltd of Company number 14263872, located in 20-22 Wenlock Road, London, England, N1 7GU.

 

Partner 1 (John) will provide £50,000 at first to the business in exchange for a 75% ownership stake (the said £50,000 investment may be less in the event that the full £50,000 is not needed). While Partner 2 (Joe) will contribute his knowledge and skills in exchange for a 25% ownership stake. Joe’s stake in the company will increase by 5% for every 20% John receives back once he starts to get his initial investment back. As a result, once John has recovered all of the money from the investment; both Joe and John will have a stake in the company equal to 50% each.

 

If it cannot be agreed whether John’s initial investment may be removed from the business without hurting its operations, a third-party accountant will be called to evaluate if the said initial investment can be withdrawn without hurting the business’s operation.

 

  1. NON-ASSIGNMENT

Neither Party shall transfer or assign this agreement without the other Party’s consent.  Such consent shall not be unreasonably withheld or delayed.

                                                                                                                  

  1. DISPUTE RESOLUTION

Parties agree to settle disputes under this Agreement through Mediation.

 

  1. TERMINATION
  • The Parties may only terminate this agreement through mutual written consent of both Parties.
  • The termination of this agreement shall not discharge the liabilities accumulated by either Party.
  • Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

 

 

 

  1. CONFIDENTIALITY

All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party.

 

  1. FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

 

  1. FORCE MAJEURE

For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.  A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

 

  1. DRAFTING RESPONSIBILITY

Neither party shall be held to a higher standard than the other party in the interpretation or enforcement of this Contract as a whole or any portion hereof based on drafting responsibility.

 

  1. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

 

  1. NO WAIVER

Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

 

  1. SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

 

  1. COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

 

  1. ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

 

  1. headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

 

  1. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

 

  1. NOTICES

Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked, or sent by email, at the following addresses or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt. Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient, and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed by the recipient.

 

JOHN HARRIS: ____________________________________________________________

 

JOSEPH BINNEY: __________________________________________________________

 

  1. GOVERNING LAW

This Agreement shall be governed in all respects by the laws of London, England, and its Courts without regard to its conflict of law provisions.

 

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.

 

Signed by JOHN HARRIS

 

Signature: ……………………………………………..

 

Name: …………………………………………………..

 

Date:………………………………………………….

 Signed by JOSEPH BINNEY

 

Signature: ……………………………………………..

 

Name: …………………………………………………..

 

Date:…………………………………………

 

 

 

 

 

 

 

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