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:
- COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date until termination. - 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initial investment can be withdrawn without hurting the business’s operation. - 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. - DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through Mediation. - 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. - 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. - 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. - 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. - 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. - 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. - 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. - 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. - 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. - 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.
- 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. - 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. - 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: ______________________________________________ - 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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