INVESTMENT AGREEMENT
THIS AGREEMENT (“Agreement”) is effective as of this [insert date] by and between
XXX LTD a limited liability Company, whose address is at [insert
address] (“Company”), and [INSERT NAME OF THE INVESTOR], whose address is at
[insert address]. (“Investor”).
RECITALS
WHEREAS, the Company [insert description of the company] and proposes a return
of investment based on capital/Injection by the investor under the terms of this
agreement;
WHEREAS, the Investor is [insert description of the Investor] and is willing to invest
certain sums of money in the Company in accordance with the terms and conditions
of this agreement;
WHEREAS, the Company wishes to accept the investment of the investor and the
Investor wishes to invest in the company;
WHEREAS, this agreement represents Capitalizations of Ralpha Hospital to be built
in 2023 on the Island of Grand Bahama in the Commonwealth of the Bahamas;
NOW, THEREFORE, COMPANY and Investor agree as follows:
1. DEFINITION OF PARTIES. In this Agreement, the term “Company” includes Company’s
employees, subcontractors, agents, and representatives. The term “Investor” includes
subsidiaries and affiliates.
2. DESCRIPTION OF THE RETURN OF INVESTMENT.
2.1 Investments. The Company proposes a return of investment based on
capital/Injection by the investor. The Ranges are as follows:
2.1.1 Investment of $25,000 – $35000 gets a fixed annual return of 6% at the end of
each fiscal year for the operation of the company and as long as the company is
in good standing.
2.1.2 Investment of $35,000 – $45,000 gets a fixed annual return of 7% at the end of
each fiscal year for the operation of the company and as long as the company is
in good standing.
2.1.3 Investment of $50,000 – $60,000 gets a fixed annual return of 8% at the end of
each fiscal year or the operation of the company and as long as the company is
in good standing.
2.1.4 Investment $60,000 – $75000 gets a fixed annual return of 9% at the end of each
fiscal year for the operation of the company and as long as the company is in
good standing.
2.1.5 Investment of $75,000 -$100,000 gets a fixed annual return of $10% at the end of
each fiscal year for the operation of the company and as long as the company is
in good standing.
2.1.6 Over $100,000 percentage to be discussed by the parties.
3. AMOUNTS DEPOSITED WITH THE COMPANY.
3.1 The Investor shall deposit a minimum of $25,000 with the Company pursuant to this
agreement.
3.2 The Investor, as per the schedule in Clause 2 above, shall deposit [insert amount]
with the Company to act as capital.
4. TERMS AND TERMINATION.
a) Term. This Agreement shall become effective on the date first shown above
(“Effective Date”) and shall be for [insert period] period commencing on [insert
commencement date] and ending on [insert end date], renewable, unless terminated
in accordance with Section 5(b).
b) Termination. The Agreement may be terminated by: (i) the mutual, written consent of
Company and Investor; or (ii) by the non-breaching Party upon the occurrence of a
breach by the other Party in the performance of its obligations under this Agreement,
which breach (if capable of cure) is not cured to the reasonable satisfaction of the
non-breaching Party within Ninety (90) business days after the non-breaching Party
has delivered written notice of such breach to the breaching Party.
c) Effect of Termination. In the event the Agreement is terminated or expires, the
provisions of this Agreement, shall no longer have any force or effect. Upon the
termination of the Agreement, Company shall (i) pay to Investor, no later than Thirty
(30) days after the date of termination, the earned, but unpaid portion of the Fee,
prorated through the date of termination, and (ii) shall reimburse Investor, in
accordance with Section 5(b), for all expenses properly incurred prior to the date of
termination.
5. COMPANY’S REPRESENTATIONS. Company represents, warrants and agrees that it
has and will have full power and authority to enter into, and fully to perform, this
Agreement and that no agreement or understanding with any other person, firm or
corporation exists or will exist which would interfere with Company’s obligations
hereunder. Company further represents and warrants that (i) the disclosure to Investor of
any information by Company in connection with the Services does not contravene any
confidentiality obligation Company may have to any third party; (ii) Company will use
good faith commercial efforts in managing the investment hereunder in accordance with
the highest industry standards prevailing for comparable services and will provide the
Investment Service in a professional and workmanlike manner; (iii) Company shall
comply with all applicable State Laws, ordinances, rules, regulations, and orders of the
state and locality where its Services are being performed; and (iv) Company has or will
duly obtain any and all licenses, permits, and authority necessary or required by the
Government rules, regulations or ordinances covering its provision of Services hereunder.
6. INDEMNIFICATION. Company shall indemnify, defend and hold Investor, its employees
and agents harmless from and against any and all liabilities, damages, injuries, claims,
suits, judgments, causes of action and expenses (including reasonable attorneys’ fees,
court costs and out-of-pocket expenses) arising out of or incidental to Company’s
performance under this Agreement, whether the result of any actual or alleged (i) breach
of any term, representation or warranty made hereunder, or (ii) act or deed, whether by
way of tort or contract, committed or omitted by Company, its employees, agents or
subcontractors in their performance under this Agreement. Investor shall provide
Company prompt written notice of any such claim and, with respect to third party claims,
allow Investor to control the defence and all related settlement negotiations, provided that
no settlement may impose any obligations whatsoever upon Company other than the
payment of money (which shall be paid by Investor as indemnitor), without Company’s
written consent, which may be withheld in Company’s sole discretion.
7. INSURANCE. Company agrees to maintain during the term of this Agreement, at its
expense, (i) commercial general liability insurance, and (ii) where applicable, professional
liability/errors and omissions insurance, each with limits of at least [insert amount] per
occurrence, which insurance shall include a contractual liability endorsement covering
Company’s obligations, including, without limitation, its obligation to indemnify under this
Agreement.
8. CONFIDENTIALITY. The parties to this Agreement agree that each shall treat as
confidential all information provided by a party to the others regarding such party’s
business and operations, including without limitation the investment activities or holdings
of the Funds. All confidential information provided by a party hereto shall be used by any
other parties hereto solely for the purposes of rendering services pursuant to this
Agreement and, except as may be required in carrying out the terms of this Agreement,
shall not be disclosed to any third party without the prior consent of such providing party.
The foregoing shall not be applicable to any information that is publicly available when
provided or which thereafter becomes publicly available or which is required to be
disclosed by any regulatory authority in the lawful and appropriate exercise of its
jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative
process or otherwise by applicable law or regulation.
9. INDEPENDENT CONTRACTORS. Nothing contained herein shall be deemed or
construed to create any partnership or joint venture between Company and Investor. All
activities by Company, or its subcontractors, under the terms of this Agreement shall be
carried on by Company, or its subcontractors, as an independent Contractor and not as
an agent for or employee of Investor. Unless elsewhere stated in this Agreement,
Company shall have no authority to act on behalf of Investor or to bind Investor directly or
indirectly. Investor may elect to contract directly with third party subcontractors that are
assisting in the performance of the investment services for which Company has been
engaged. Under no circumstances shall any employee of Company or employee of its
subcontractors be deemed or construed to be an employee of Investor, nor shall
Company and Investor be deemed to be co-employers of any employee or subcontractor.
Investor shall not be liable for any injuries or damages incurred by Company, or its
subcontractors, as a result of its activities in the performance of this Agreement.
Company shall be solely responsible for payment of compensation to its personnel.
Company shall pay and report, for all personnel assigned to Investor’s work, state income
tax withholding, social security taxes, and unemployment insurance applicable to such
personnel as employees of Company. Company shall bear sole responsibility for any
health or disability insurance, retirement benefits, or other welfare or pension benefits, if
any, to which such personnel may be entitled.
10. ASSIGNMENT. Company acknowledges that the services to be rendered by it to Investor
are unique and personal. If, at any time during this Agreement, Company elects to sell,
transfer or otherwise dispose of its business (by sale, merger, etc.), Company shall notify
Investor within Thirty (30) days after such sale, transfer or disposition, and Investor shall
be given sixty (60) days after receipt of such written notice to terminate this Agreement.
Company may not assign any of its rights or delegate any of its obligations under this
Agreement without the prior written consent of Investor, nor may Company subcontract
any portion of the Investment Services. This Agreement shall inure to the benefit of
Company and Investor and to Investor’s successors, assigns or affiliates.
11. FORCE MAJEURE. If either party hereto is prevented from complying, either totally or in
part, with any of the terms or provisions of this Agreement by reason of acts of God, acts
of a public enemy, acts of any government agency or department thereof, quotas,
embargoes, acts of any person engaged in subversive activity or sabotage, fires, floods,
explosions, or other catastrophes, epidemics or quarantine restrictions, involuntary strikes
or other labor stoppages, slowdowns or disputes, or any other cause beyond the control
of the parties, then upon prompt written notice to the other party, the affected provisions
and/or other requirements of this Agreement shall be suspended during the period of
such disability. The disabled party shall make all reasonable efforts to remove such
disability within thirty (30) days of giving notice of such disability. If the disability continues
for more than ten (10) days after the cessation of the reason for such disability, the non-
disabled party shall have the right to terminate this Agreement immediately upon written
notice, and neither party shall thereafter have any further rights or obligations hereunder,
except as set forth in the surviving provisions
12. NOTICES. All notices, reports, consents and receipts shall be in writing and shall be
deemed duly given on (a) the date of personal or overnight courier delivery; (b) the date
of transmission by electronic mail service, addressed as provided in the first part of this
agreement. Either party may change its mailing address by written notice to the other
party in accordance with this Article.
13. MISCELLANEOUS.
13.1 Counterparts. This Agreement may be executed in counterparts, including by
means of telecopied signature pages, any one of which need not contain the
signature of more than one party, each of which shall be deemed an original, but all
of which together shall constitute the entire Agreement.
13.2 Entire Agreement/Waiver/Amendment. This document, including attachments and
exhibits hereto and any documents incorporated by reference herein, constitutes the
entire agreement and understanding between the parties regarding the subject
matter hereof, and supersedes and merges all prior discussions and all oral and/or
written agreements between them relating thereto. No waiver, modification or
amendment to this Agreement shall be valid unless in writing, signed by the parties
hereto. No usage of trade or course of dealing between or among any persons
having any interest in this Agreement will be deemed effective to modify, amend or
discharge any part of this Agreement or any rights or obligations of any party
hereunder. No failure or delay by either party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any
right, power or privilege.
13.3 Governing Law. This Agreement shall be governed by and construed in accordance
with the substantive laws, but not the laws of conflicts, of the Bahamas. Any dispute,
controversy, difference, or issue that may arise between the parties arising out of or
relating to this Agreement shall be heard and determined exclusively in the
Bahamas, and each party hereby waives and relinquishes all right to attack or vacate
the jurisdiction or suitability of such forum or venue.
13.4 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if
any provision of this Agreement shall be found to be illegal or invalid under applicable
law, such provision shall be either modified to conform to applicable law or
considered ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. If the finding of illegality or invalidity has a material impact upon the
economic expectation of the parties hereto, the parties agree to make appropriate
modifications to this Agreement to take such impact into account.
13.5 Survival. The provisions of this Agreement concerning confidentiality,
representations and warranties, intellectual and other property rights, work product
ownership, right to audit, indemnification, insurance, dispute resolution (if any) and
this subsection regarding survival, shall survive any termination of this Agreement.
13.6 Preamble/Headings. The preamble is hereby incorporated in and made a part of this
Agreement. The headings and subheadings appearing at the beginning of each
section and each subsection are for convenience purposes only and are not a
substantive part of this Agreement.
13.7 Advertising and Publicity. Neither party shall use the name or trademarks of, or
refer to or identify, the other party in publicity releases, or promotional or marketing
materials or correspondence to others without first securing the written consent of
such other party.
IN WITNESS WHEREOF, the parties have duly executed this Agreement by their authorized
representatives.
/s/___________________________
[insert name of Representative]
XXX CENTRE LTD
[date]
/s/___________________________
[insert name of Representative]
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