THIS AGREEMENT is made on the ………… of……….20……., (hereinafter “Effective Date”)
by the Investment Manager and the Investor (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) Term: This Agreement shall be valid from the Effective date for a period of 24 months.
2) Investment
 The Investor shall deposit £100,000, to the Investment Manager’s account, as investment in the
Investor Manager’s partnership, (hereinafter “Partnership”) on or before 7 th January 2022. (This
Investment has already been made by the Investment Manager, on the Investor’s behalf on 30th
November 2021.)
 The Investor agrees and understands that this Investment is confidential to the Parties and shall be
made to the Partnership in the name of the Investment Manager.
 It is the Parties’ intention that this Investment be repaid to the Investor within 12 months. If there
is any change in circumstances that warrants changes in this repayment period, the Investor shall
be informed of the same.
 On the 24 th month, the Investor shall receive a lump sum payment, in the form of profit from his
Investment. This amount shall be dependent on the contracts generated throughout the Term and
the Partnership’s net income for that period.
3) Non-assignment: Neither Party shall transfer or assign this Agreement without the other Party’s
consent which consent shall not be unreasonably withheld or delayed.
4) Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and
damage caused by them in connection with this Agreement. In the event the claim, loss, or
damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party
in proportion to their degree of contribution to the claim, loss, or damage.
5) 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. In addition, this Agreement is confidential and cannot be divulged to third parties by a

Party, unless as provided by law, without the written consent of the other Party.
6) 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
7) 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.
8) Court Costs and Attorneys’ Fees: In any action under this agreement, the prevailing Party shall
be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which
fees shall be in addition to any other relief that may be awarded.
9) Parties’ acknowledgments: The Parties acknowledge that they have been provided with the
opportunity to negotiate this agreement and to seek legal counsel before signing this agreement.
In addition, they acknowledge that they have the capacity to contract and enter into this
agreement and that further, they have entered into this agreement freely and voluntarily.
10) General provisions
● This Agreement may be amended only by the written consent of the Parties hereto.
● If any provision is held to be invalid or unenforceable, it shall not affect the validity or
enforceability of any other provision.
● 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. The parties will exercise utmost good faith in this Agreement.
● Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this
Agreement shall not be a waiver of their right to enforce the terms and conditions of this
Agreement. 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.
● This Agreement may be executed in any number of counterparts, each of which shall be an
original and all of which constitute the same instrument.
● The Article and Section headings in this Agreement are for convenience, and they form in no part
of this Agreement and shall not affect its interpretation.
● Whenever used herein, the singular number shall include the plural, and the plural number shall
include the singular.
● Any references herein to the masculine gender or the masculine form of any noun, adjective, or
possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
● This Agreement shall be governed in all respects by the laws of the United Kingdom (UK) and its
Courts without regard to its conflict of law provisions.
● Any notice required to be given between the Parties pursuant to the provisions of this Agreement
shall be in writing and shall be deemed to have been given at the time when actually received as a
consequence of any effective method of delivery at the following addresses (including email) 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.
Investor: _________________________________________________________________

Investment Manager: _______________________________________________________
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.

Signed by the INVESTOR

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