This Agreement made and entered into this ____ day of ______ by
ESICOMPANY represented by its Managing Director ____________
___________________ (hereinafter “Consultant”)
______ __________________ ___________ ____________ (hereinafter “Client”).
WHEREAS, Client represents that it has humanitarian multimillion project in the Pacific
Rim to cater the growing need of housing, infrastructures, environmental project and food
necessity of his country and Consultant has expertise in the referral of prospective
funding resources to Client for a designated referral fees.
WHEREAS, Client, in reliance on Consultant’s representations, is willing to engage
Consultant as an independent contractor, and not as an employee, on the terms and
conditions set forth herein;
NOW THEREOFRE, in consideration of the obligations herein made and undertaken,
the parties, intending to be legally bound, covenant and agree as follows:
Section 1 SCOPE OF SERVICES
1.1 Consultant’s shall render such services and deliver the required contracts,
agreement and supporting documentation concerning the aforementioned services
for each assignment or project, in accordance with the assignments, timetable and
milestones set forth and marked, in any signed agreement between both parties. In
the event either party anticipates at any time that it will not reach one or more
milestones or complete one or more projects or assignments within the prescribes
timetable, that party shall immediately inform the other party by written notice,
submit proposed revisions to the timetable and milestones that reflect best
estimates of what can realistically be achieved, and continue to work under the
original timetable and milestones until otherwise agreed between Client and
Consultant’s. Each Party shall prepared and submit reports of performance and
progress on each project, as each party may reasonably request from the other
party from time to time.
1.2 Client shall provide and make available to Consultant the resources required to
close transactions called for this Agreement. In any event that the Consultant lack
sufficient resources to perform said services called by this agreement, Client &
Consultant shall negotiate an arrangement to provide Consultant the necessary
resources to complete said services. For billing purposes, these resources shall be
referred to this agreement as “client paid consulting expenses”. The term
“transaction(s)“ refers to one or more transactions approved by the Client
according to the Client written policies provided to the Consultant and signed by
1.3 Consultant’s work shall generally be performed at Consultant’s home or leased
office. The work shall be performed in a workmanlike and professional manner
by the consultant or employees of Consultant having a level of skill in the area
commensurate with the requirements of the scope of work to be performed.
1.4 Consultant warrants that if Consultant performs consulting work at Client
facilities, that Consultant will provide Client with a written record on a periodic
basis of the times Consultant work was performed at client’s facilities, and client
resources used. This includes but is not limited to use of the telephone, fax
machine, copier, computer systems, bookkeeper and secretarial services.
1.5 Consultant agrees to negotiate in good faith with client concerning claims to fees,
points & commissions payable and to resolve all issues relating to the payment of
fees, commissions or points to third parties, prior to release of funds for the
payment of fees, points & commissions by the client. Consultant shall provide
banking instructions to client for payment fees, points and commissions to the
consultant bank account.
Consultation Fee USD ________
Fee will be payable together with the signing of this “Client Agreement”.
This fee includes the processing of your application, preparation for a
bank presentation, consultation and communications cost.
Personal Presentation by meeting with your banker and make the
presentation and/or meet at your bank for the closing, you will be required
to invite our team of 2 or 3 at your own expense. Such expenses will
include – but not limited to – airfare, hotel, ground transportation and the
group daily retainer fees.
1.6 Anything herein to the contrary notwithstanding, the parties hereby acknowledge
and agree that client shall have no right to control the manner, means, or method
by which consultant performs the services called for by this agreement, as long as
the consultant complies with the client written policies provided to the consultant
and signed by both parties. Rather, client shall be entitled only to direct consultant
with respect to the elements of the service to be performed by the consultant and
the results to be derived, to inform consultant as to where and when such services
are performed, within reason, providing said instruction provide no conflict of
interest, or violates any securities regulation, and to review and assess the
performance of such services by consultant for the limited purposes of assuring
that such service has been perform and confirming that such results are
satisfactory, in such manner as to insure the transaction closes in.
Section 2 TERMS OF AGREEMENT
2.1 This agreement shall commence on the date and year first above written, and
unless modified by mutual agreement, shall continue until terminated by mutual
agreement. This agreement shall automatically renew, if and when the client need
the service of the consultant.
2.2 This agreement may be terminated by either party upon five business days prior
written notice, if the other party breached any term hereof and the breaching party
fails to cure such breach within the five business day period; or any mutually
agreeable period provided in writing and signed by both parties, provided that,
notwithstanding the foregoing the cure period for failure of client pay fees and
charges due hereunder shall be thirty days from the date of receipts by client of
any notice of breach relating thereto.
2.3 Upon termination of this agreement for any reason, consultant shall promptly
return to client any and all materials provided and client shall promptly return to
consultant, all copies of any data, records, or materials of whatever nature or kind,
including all materials incorporating the proprietary information of client or
consultant, respectively. Consultant shall also furnish to client all work in
progress or portion thereof, including all incomplete work.
2.4 Within fourteen days of termination of this agreement for any reason, consultant
shall submit to client and the applicable bank instrument, an itemized invoice for
any fees or expenses therefore accrued under this agreement. Client, upon
payment by deposited of the amounts so invoiced shall thereafter have no further
liability or obligation to consultant whatsoever for any further fees, expenses,
Section 3 FEES EXPENSES, PAYMENTS, TRANSFER & ASSET LEASE
3.1 In consideration of the services to be performed by consultant, client shall, receive
a courtesy copy bank instrument in dollars thru swift, and consultant’s acceptance
of each of the deliverables, instruct the client to pay consultant the fees
established for each project and incorporated herein by referenced with respect to
each such deliverables, less company paid consulting expenses.
3.2 All funds provided for each project transaction shall either be accepted solely by
client or designated trustee of a beneficiary of the bank instrument, using major
bank department as custodian, or otherwise place in an attorney trust bank
account where at least one trustee is an attorney, and least one signatory (on a two
signatory account) is acceptable by consultant.
3.3 The client is required to set up trust bank account for the safe keeping of the bank
instrument to protect the interest of the resources introduce by the consultant.
Section 4 RIGHTS IN DATA & NON-COMPETITIONS CLAUSE
4.1 As between client and Consultant, except a set forth below in the section 4, all
rights, title, and interest in and to the Financial System, related data, or materials
utilized or produced by client in the performance of the services called for this
Agreement shall remain the property of the client. All rights, title and interest in
and to resources lists, materials and data produced solely by consultant in the
performance of the service called for this agreement shall remain the property of
4.2 Client shall hold all rights, title, and interest in and to all Deliverables, including
all rights in copyright that may subsist herein and all Deliverables shall be
considered work made for hire. Consultant shall mark all Deliverables with client
copyright or other property notice as directed by client and shall take all action
deemed necessary by client to protect client rights therein.
4.3 Consultant and client agree not use the other parties Deliverables, per section 4 of
this agreement, and proprietary information, per section 5 of this agreement, to
compete with each other for a period of not less than ten years.
4.4 In the event that the Deliverables shall be deemed not to constitute works made
for hire, or in the event that consultant should otherwise, by operation of law, be
deemed to retain any rights to any Deliverables, Consultant does hereby assign all
rights, title and interest in any Deliverables to client. Consultant agrees to execute
any documents of assignment or registration of copyright request by client
respecting any and all Deliverables.
4.5 All rights, title, and interest in and to any program, system, data and materials
furnished to Consultant by Client are and shall remain the property of client.
Section 5 PROCEDURES
5.1 Loan Structure
Project Funding Requirement – USD _____ Million
We will increase the amount by about 114% + 6% commission
which will be equal _______________.00 USD +/-
The Lender will buy a 10 year “Special Certificate of Deposit”
(CD) or other acceptable financial instrument from the client
bank for the amount of (US$_____________) with a return
(yield) of 7% per annum.
We will assign the body of the “CD” to the client to pledge to the
bank for the client loan i.e. you will offer the “CD” or instrument
as the collateral for a loan of an equal amount of the face value
The loan – being fully collateralized by the bank’s own “CD” or
instrument will be a 8% interest payment only loan. However,
The Lender bank has to only approve the project for funding
subject to the guarantee of principal. Thus what the lending bank
and the borrower agree as to what interest rate the borrower will
pay for his loan is between the lender and the borrower.
At closing the loan proceed (US$____________) will be
distributed as follows:
o 50% (US$____________) back to the Fund Provider in
consideration for the transfer of the title of the “CD”
(principal only portion) to the project which in turn you
will pledge back to the lender Bank as the collateral for
o 6% (US$__________) total fees and commission.
o US$___________ for the project.
5.2 Presentation Procedure
i. Present your project’s Executive Summary or Business Plan to
your bank or a bank of your choice. The Bank must be “A” rated
or better, or has an up-line prime bank that will sell is the Special
“CD” or similar.
ii. Ask the banker to review it and see if a loan can be arranged for
iii. If the bank reject your loan application for whatever reason, ask
the banker the following question or similar:
“Would you consider arranging the loan for my project if I
provide 100% CASH collateral to the bank for this
iv. If the banker indicates that he would be interested, explain to the
banker our offer.
v. When the banker informs you of his ongoing interest in a form of
letter, we will communicate with him directly.
vi. Following our presentation and his due diligence, we will meet
with your banker and the closing of your loan should take place.
The fund Provider’s clean and clear funds will be wire-transferred
from his major bank to your bank and from your bank to your
Section 6 PROPRIETARY INFORMATION
6.1 Consultant acknowledges that in order to perform the services called for in this
agreement, it shall be necessary for Client to disclose to Consultant certain Trade
Secret(s) client has developed that at great expense and that have required
considerable effort of skilled professionals. Consultant further acknowledges that
the deliverable will of necessity incorporate such Trade Secrets. Consultant agrees
that it shall not disclose, transfer, use, copy, or allow access to any such trade
Secrets to any employees or to any third parties, excepting those who have a need
to know such trade Secret consistent with the requirements, of this Agreement and
who have undertaken an obligation of confidentiality and limitation of use. In no
event shall consultant disclose any such Trade Secrets to any competitors of
6.2 As used herein, the term “Trade Secret’s)”, shall mean any financial, scientific or
technical data, information, design process, procedure, formula, or improvement
that is commercially valuable to Client and not generally known in the industry.
The obligation set forth in section as they pertain to Trade Secret(s) shall survive
this Agreement and continue for so long as the material remain as trade Secret(s).
Section 7 PUBLICITY AND USE OF MARKS
Consultant shall not at any time use client name or any company trademarks or
trade name in advertising or publicity without written consent of Client.
Section 8 INDEMNIFICATIONS
Consultant hereby indemnifies and agrees to hold harmless client from and
against any and all claims, demands, and actions and any liabilities, damages, or
expenses resulting there from, including court costs and reasonable attorney fees,
arising out of or relating to the services performed by Consultant hereunder or the
warranties made by Consultant pursuant to this agreement.
Section 9 NON-DISCLOSURES AND NON-CIRCUMVENTION AGREEMENT:
9.1 Definition: “SIGNATORY”- Any one of the signer(s); separately or individually;
of this agreement; and the signer’s corporation(s), LLC(s), sole proprietorship(s),
partnership(s), divisions, subsidiaries, agents, consultants, business associates,
executive officers, principals, professional affiliations, board of director members
and/or family members with an intimate knowledge and control, directly or
indirectly, of the signatory’s business, whom may or will assist the assigner,
directly or indirectly, in the signer’s daily or periodic business activities.
9.2 Definition: ”ASSOCIATE” – A person’s (legal definition) corporation(s),
LLC’s), sole proprietorship(s), partnership(s), divisions, subsidiaries, agents,
consultants, business associates, executive officers, principals, professional
affiliations, board of director members and/or family members with an intimate
knowledge and control, directly or indirectly, of the person’s business. The
“associate” is not a “signatory” but must be associated, in some manner of form,
with only one of the signatories in business. An ”associate” may also called an
“introduced entity”, only if unknown to the other signatory.
9.3 Definition: “INTRODUCED ENTITY” – Introduced banks, lending institutions,
trust, escrow companies, corporations, organizations, banking institutions,
financial institutions, brokers, broker/dealers, lenders, borrowers, buyers, seller
associates, and/or individuals, introduced by one signatory to the other signatory
either individual, separately or by an associate, whom was not otherwise
conducting business with the introduced signatory, prior to the time of
introduction. An (independently verifiable) invoice, contract, agreement or legal
document must be provided by fax, courier or telex, swift, to the introduced
signatory, for this to be valid exemption.
9.4 Definition: “IDENTITY” – Telephone numbers, addresses, telex numbers, KTT
information, Swift Information, fax numbers et al of the introduced entity or
introduced associate of the introduced entity.
9.5 This is to confirm that each of the named signatories, separately or individually,
and their associates hereby agree that they will not make any contact with or
otherwise involve in any transaction with any introduced entity without either
permission of the introducing signatory or other agreement signed by the
signatories allowing said contract. A merger agreement, trust agreement,
consulting agreement or escrow agreement (‘document”), executed prior to the
meeting of the signatories, and provided to all signatories at the time of signature
of this agreement, shall constitute said permission, if the agreement provides
general procedures on how a business transaction is to be conducted between the
signatories and how the signatories are to receive compensation. Any other signed
agreement between the signatories providing a general procedural outline and
compensation arrangements for the signatories for any business activity shall
satisfy the terms and conditions of this agreement. If a signatory circumvent the
other signatories, and receives securities, tangible or intangibles asset, tax
benefits, profit, income, commissions or fess (“assets”), as result of that
circumvention, that signatory is liable for full payment and/or release of those
particular assets, to the signatories representing the other party(ies), upon receipt
of the assets by a trustee, the signatory or an associate.
9.6 This agreement is effective on the signatories’ heirs, assignees, and designees.
The signatories hereby confirm that the identities of the introduced entity are
currently the property of the introducing signatories and shall remain so for the
duration of the agreement. The signatories hereby agree to keep completely
confidential the names of any introduced entity. Such entity shall remain
confidential during the duration of this agreement, and during the duration of the
transaction. Each signatory agrees to discuss this information among the
signatories to determine as to what information is to be disclosed and what
procedure will be used for the disclosure.
9.7 Communication: the parties agrees that all communication and documentation
exchange shall be done only on the approved and official email address for the
Consultant: email@example.com and Client: ____________________, only
this email address shall be honored and considered valid. Any other email address
is not valid and the documentation and communication for the party involved
generated by this email is null and void.
Section 10 LIMITATION OF LIABILITY
Except, as provided in section 8 hereof, in no event shall either party be liable to
the other for any consequential damages or lost profits of the other party.
Section 11 MISCELLANEOUS
11.1 Either party shall not assign, transfer, or subcontract this Agreement or
any of its obligation hereunder without the prior written consent of the
other party; provided, however, that Consultant may assign it right to
receive payment hereunder to such third parties as Consultant may
designate upon advance written notice to Client of not less than five
business days prior to payment.
11.2 This Agreement shall be governed and construed in all respects in
accordance with the substantive laws of the Consultant Country domiciled
and Client Country domiciled.
11.3 The parties are and shall be independent contractors to one another, and
nothing herein shall be deemed to cause this Agreement to create an
agency, partnership, or joint venture between the parties Except as
expressly provided in this Agreement, Client shall not be liable for any
debts, accounts obligations, or other liabilities whatsoever of Consultant,
including (without limitation) Consultants obligation to withhold Social
Security and income taxes for itself or any of its employees.
11.4 A Consultant shall, upon mutual agreement and upon written request, at its
sole expense, obtain and carry in full force and effect, during the term of
this Agreement, insurance coverage of the types and in the amounts
required to protect the Consultant and the Client’s interests.
11.5 All remedies available to either party for one or more breaches by the
other party are and shall be deemed cumulative and may be exercised
separately or concurrently without waiver of any other remedies. The
failure of either parts to act on a breach of this Agreement by the other
shall not be deemed a waive of such breach of this Agreement by the other
shall be in writing and signed by party against whom enforcement is
11.6 All notices required or permitted hereunder shall be written addressed to
the respective parties as set forth herein, unless another address shall have
been designated, and shall be delivered by hand or registered or certified
mail, postage prepaid.
11.7 This Agreement constitutes the entire agreement of the parties, hereto and
supercedes all prior representations, proposals, discussions, and
communications, whether oral or in writing. This Agreement may be
modified only in writing and shall be enforceable in accordance with its
term when signed by the party sought to be bound.
IN WITNESS WHEREOF, the Client has caused this Agreement to executed by their
duly authorized representatives on the _____ day of ______2009.