INVESTORS AGREEMENT

DATED the day of 2021

INVESTORS AGREEMENT

BETWEEN

………………………………………..

[THE INVESTOR]

-AND-

…………………………………………………..

     [THE COMPANY]

This Agreement (“the Agreement”) is made this ______________day of______________________2021 (“the Effective Date”)

BETWEEN

  1. ………… ……… is a company incorporated and registered in ……………………with company number ……………………whose registered office is at ……………………… ( “the Investor”)

OR

……………………………………of identity card number ……………………and …………….. [PHYSICAL ADDRESS] (“the Investor”)

AND

  • ………………………….., a company incorporated and registered in ………………… with company number ……………….. whose registered office is at ……………… (“the Company” and which term shall include its subsidiaries, successors and permitted assigns). (Collectively referred to as the “Parties”).

WHEREAS:

  1. The  Company owns the Mobile Phone Application known as ……………………….. (“the Application”)available on ……………….. , ……………….. and …………….. stores, the Investor is desirous in investing in the Company in exchange for a defined return from the Company.
  2. Now, therefore and in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency is hereby acknowledged the Parties hereby agree as follows.  
  3.  IT IS HEREBY AGREED AS FOLLOWS
  1. INTERPRETATION
  1. The headings in this Agreement are for convenience only and shall not affect its interpretation;
  1. The singular includes the plural and vice versa and any gender includes any other gender;
  1. A person includes a corporate or unincorporated body and their successors and permitted assigns or transferees.
  • INVESTMENT
  • It is hereby agreed between the Parties that the Investor shall invest a sum of …………………………….. in the Company, which   payment shall be made upon the execution of this Agreement .
  • Completion of the investment shall take place on the Effective Date.
  • RETURN

Parties agree that in exchange of his/her/its investment aforesaid the Investor shall receive a monthly return of ………………….. per unit  of each sold or renewed  Application pursuant to  Annexure A of this Agreement.

  • WARRANTIES

Each party to the agreement warrants to each of the other parties that:

  1. it has the power and authority to enter into and perform its obligations under this agreement;
  2. when executed, its obligations under this agreement will be binding on it; and
  3. Execution and delivery of, and performance by it of its obligations under this agreement will not result in any breach of applicable law.
  • FURTHER ASSURANCE

Each party shall promptly execute and deliver all such documents, and do all such things, as the other party may from time to time reasonably require for the purpose of giving full force and effect to the provisions of this agreement.

  • INTELLECTUAL PROPERTY RIGHTS

Nothing herein shall grant to the Investor any intellectual property rights in respect to the Application.

  • NO PARTNERSHIP

Nothing in this agreement is intended to or shall be construed as establishing or implying a partnership of any kind between the parties.

  • AMENDMENTS
  • The Parties agree that any amendments made to this Agreement must be made in writing and signed by both Parties to this Agreement.
  • As such, any amendments made by the Parties will be applied to this Agreement.
  • ASSIGNMENT

The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party unless consented by both Parties in writing.

  1. DISPUTE RESOLUTION
  1. Should any dispute arise between the parties with regard to the interpretation, rights, obligations and/or implementation of any one or more of the provisions of this Agreement, the parties shall in the first instance attempt to resolve such dispute by amicable negotiation.
  1. Should such negotiations fail to achieve a resolution within Fifteen (15) days, either party may declare a dispute by written notification to the other, whereupon such dispute shall be referred to Arbitration pursuant to the applicable  laws of New Zealand.
  1. SEVERABILITY

In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the Parties’ intention.

  1. COSTS

Each party shall cater for its own costs incurred in the preparation and implementation of all matters contemplated by this Agreement.

  1. COUNTERPARTS
  1. This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
  1. Transmission of an executed counterpart of this agreement OR the executed signature page of a counterpart of this agreement by (a) fax or (b) email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
  1. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
  1. GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the LAWS OF NEW ZEALAND.

  1.  TIME OF ESSENCE

Time shall be deemed to be of the essence of the contract in all respects and for all purposes notwithstanding anything to the contrary in this Agreement.

  1. TERMINATION
  1. The Investor shall be entitled to immediately terminate this Agreement upon the issuance of a 90 days’ notice to the Company.
  1. Either Party shall be entitled to immediately terminate this Agreement upon the breach of its terms by the other Party in the event that the Party in breach fails to rectify the said breach within fourteen (14) days upon issuance of a notice to rectify the same.
  1. 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. This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement and all payments have been received.  
  1. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding among the Parties hereto, with respect to the subject matter hereof. It supersedes all prior agreements, understandings, inducements, and conditions (express, implied, oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

 Signed by the duly authorized Signatory  of the INVESTOR;-   Signature: Name: Designation: Date………………………………………..   Signed by the duly authorized Signatory of the COMPANY ;-   Signature: Name: Designation: Date………………………………………………… 

ANNEXURE A ; TERRITORY AND INVESTOR RETURN

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )