INVESTMENT AGREEMENT

September 1, 2023

INVESTMENT AGREEMENT

BY

JOHN_________(PARTNER 1)

AND

JOE __(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.
  2. THE INVESTMENT
    The parties herein intend to lay out the terms of their investment in the company named
    ___________________________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. 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    initial investment can be withdrawn without hurting the business’s operation.
  3. 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.
  4. DISPUTE RESOLUTION
    Parties agree to settle disputes under this Agreement through Mediation.
  5. TERMINATION
     Either Party may terminate this Agreement, upon giving the other Party no less than
    30 days’ notice in writing. If a Party wishes to terminate the contract with less than
    this stated period, the other Party reserves the right to charge costs that they have
    already paid in advance or incurred.
     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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  2. 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.
  3. 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.
    Partner 1: _______________________________________________________
    Partner 2: _______________________________________________________
  4. 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 PARTNER 1
    Signature:
    Name:
    Date:…………………………………………………
    .

Signed by PARTNER 2
Signature:
Name:
Date:………………………………………

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