MEMORANDUM OF UNDERSTANDING (M.O.U)
[INVESTMENT AGREEMENT] (REVISED)
This Joint Venture Agreement/M.O.U pertaining to any and all
contemplated business & proprietary information provided by the
either party hereunder is made and entered into by & between
MUHAMMADU BUHARI GCFR, PRESIDENT &
COMMANDER-IN-CHIEF NAF FEDERAL REPUBLIC OF
NIGERIA (FRN) OF ASO ROCK PRESIDENTIAL VILLA,
FEDERAL CAPITAL TERRITORY ABUJA- NIGERIA
Telephone: +234-90-5801-2000
Email:
muhammadu.buhari@statehouse-gov-ng.org(HERE IN AFTER REFERRED TO AS INVESTOR)
AND
Telephone Number:
Email:
(HEREIN REFERRED AS THE INVESTMENT MANAGER)
This MOU is entered into on the Thursday 7 th July,
2022 between the above mentioned parties and
herein defined below:
The parties of this M.O.U are defined as
follows:
Whereas, the Investor is vested with all right, title
and interest in investing in businesses as
commended by the Investment Manager and desires
to grant the Investment Manager the management
rights of such investment. The Investment Manager
is given the golden right to suggest any suitable
business that can be invested on at this time that
will be the Real Estate Development or other
profitable business and that has been discussed
and agreed to by the Investor. The Investment
Funds will be placed under a company name as will
be recommended by the investment manager.
Both Parties shall attached copies of their Passports
as an attachment to this Memorandum of
Understanding (MOU).
AND WHEREAS:
The Investor agrees to invest and the Investment Manager agrees to manage the
investment in accordance with all the covenants of the present. The Investor shall release
100% of total Investment Funds to the Investment Manager from accounts. The Investor
shall remit through banking channel One Hundred and Twenty Five Million United
States Dollars only (US$125,000.000.00), through an account to the Investment
Manager’s designated company account.
Now therefore, in consideration of the promises and the mutual covenants and agreement
hereinafter set forth, the parties hereby agree as follows:
The Investor hereby exclusively agrees to invest his portion the ($125,000.000.00) in
(Real Estate Development) etc. The Investment Manager agrees to manage the
investment in good faith in accordance with normal and customary business practices and
policies. The total sum of this investment by the Investor is valued to the tune of
($125,000.000.00), whereby the Investment Manager is the trustee of the Investor and
the chairman/CEO of the project. The Investment Manager is authorized to take 100%
charge of the Investor's investment and will give semi-annual and annual reports of the
investments process. At any time the Investor can request that the Investment Manager
update him on the Investments status.
***It is agreed that the Investor shall provide to the Investment Manager all necessary
legal documents [Contract papers & Approvals] for the Wire Transfer of the Fund. These
documents shall provide that the Funds wired are both clean and legal and not involved any
terrorism and Money Laundering activities. ***The investment manager shall provide his
non-resident tax clearance to the executing bank as his primary obligation which will be
required during the process of fund wire transfer.
It is agreed between both parties that the investment proper should commence at least
three months upon receipt of the aforesaid fund for investment by the Investment
Manager. This is to allow reasonable time for consultations by the Investment Manager.
This agreement is referred on the establishment of a business relationship between the duo
and nothing else.
In consideration of the Investment Manager's services hereunder the Investor
Finally agrees that the Investment Manager shall be entitled to retain a
Proportional share of 30% of the wired US$125,000,000.00 estimated to be
[US$37,500,000.00] and the Attorney Barrister Musa Bello SAN receives 2.5%
[US$3,125,000.00] as professional fee while the balance remaining 67.5%
[US$84,375,000.00] will be used for the proposed investment
The Investment Manager shall also receive 40% of the annual Return on
Investment while the Investor shall be entitled to 60% of the annual Return on
Investment.
Earnings – Return on Investment
The Investment Manager agrees, subject to performance of the Investor delivery
obligations hereunder, to commence the investment in accordance to the covenant
of the agreement. For the purpose of this agreement, the term Earnings – Return
on Investment shall mean all monies earnings due the Investor from the (Real
Estate Development) etc., or any other profitable investment that shall be
considered by the Investment Manager as written early the estimated annual
return on investment shall be 10% and hopefully more.
APPLICATION OF THE EARINGS –RETURN OF INVESTMENT:
The Investment Manager agrees to deposit into the Investor's bank account to be
nominated, annual earnings received by the Investment Manager from the
(Real Estate Development or any other investment) etc., estimated to the
10% and hopefully more. This deposit shall be made within three months after the
end of each fiscal year.
Note that the Investor also has the option of reinvesting the annual earnings back
into the (Real Estate Development)etc., After the reinvestment the Investor will
be able to withdraw at any time by writing to the Investment Manager and request
that any Earnings investments that have been reinvested need to be returned to the
Investor.
On an Annual Basis at the end of the Fiscal Year the Investment Manager shall have
a top Auditing Firm pre form an audit of the Investor’s Investment. The audit report
shall be sent directly to the Investor. The Investor will be informed each year of the
Auditing Firm in advance of the audit so that the Firm will be acceptable to the
Investor.
In this agreement the Investment Manager shall serve as a TRUSTEE to the Investor
and shall have access to the (Real Estate Development) etc., Bank accounts so
that when funds need to be paid to the Investor the Investment Manager will be
able to wire the funds in a timely manner. It is noted that the Investor has agreed
that the Investment Funds can be placed in the (Real Estate Development)
etc., Any other possible Investment projects must be approved by the Investor.
INVESTMENT RETURNS
It is expressly agreed by both parties that returns of Investment will commence
within TWELVE months after the receipt of the Investment Funds and continue from
between 10 years to a maximum of 15 years or to generation to generation with 18
Months grace period .
TERMS
The Term of this agreement shall be for 10 years after which it will be reviewed,
hereunder. However, in the event that the annual Return on Investment is not
properly paid to the Investor shall contact the Investment Manager for an
explanation. If the explanation is not acceptable to the Investor then the
Investor shall have the Right, to terminate this agreement upon giving the
Investment Manager written notice of such termination.
BREACH
In the event that the Investment Manager shall (I) substantially fail to perform
any of its obligation or covenants on its part to be performed hereunder or (II) in
the event of an adjudication that the trustee is bankrupt, or if Investment
Manager files a petition in bankruptcy or for the adoption of an arrangement
Insolvency, or Investment Manager makes an assignment for the benefit of its
creditors, or in the event of, entry of a court order after full hearing appointing a
receiver for all or substantial part of the Investment Manager properly; and thirty
days after written notice by Investor to Investment Manager of any of the above
shall have elapsed without the aforesaid breach or other matters having been
amended or corrected by the Investment Manager, all rights, privileges and
licenses granted hereunder shall then cease and terminate without any other
steps being taken by Investor.
All such rights privileges and licenses shall thereupon revert to Investor and
Investor shall be entitled to immediate possession of all materials to the
Investment delivered by the Investor hereunder and the Investment Manager
shall deliver possession thereof to Investor. Investment Manager shall
nevertheless be entitled to payment of its flat fees in respect to the Investment.
And the Investment Manager’s annual commission if any that time prior to the
effective date of termination of this agreement.
INVESTMENT MANGER'S WARRANTEE
Investment Manager warrants and agrees as follows:
Status of Investment Manager: Investment Manager is duly organized under the
laws of your Country to enter into and perform this agreement and to grant to
Investor all the rights herein granted and agreed to be granted to Investor.
The Investment Manager has taken all necessary actions to authorize the
execution and delivery of this Agreement and this Agreement does not and will
not violate or be inconsistent with any other Agreement of which the Investment
Manager is or may become a party.
The Investment Manager has a sound knowledge in the business necessary for
the exercise and enjoyment of the Investor's Interest.
There will be no claims, liens and encumbrances or rights in nature or any part
thereof which can or will impair or interfere with the Rights of the Investor.
SLANDER VIOLATIONS.
The manner and approach or execution of the Investment by the Investment
Manager will not violate or infringe any trademark, trade name, artistic, personal,
and civil or property right, right of privacy or any other right of, any person
which will violate conflict or interfere any of Investor's rights hereunder.
INVESTORS WARRANTIES
This Investment as advised by the Investment Manager to the Investor has not
been publicly canvassed for in any country. The Investor will not authorize any
other person to handle and manage the investment, in whole or in part within
the scope under which this investment is based. Upon full transfer of the
investment funds to the Investment Manager for the commencement of the
investment, the Investment Manager should withdraw his commission of 30%
[US$37,500,000.00] and the Attorney’s 2.5% [US$3,125,000.00] of the total
funds received.
The Investment Manager shall quietly and peacefully enjoy and possess, during
the entire period of its exclusive rights hereunder, all of the investment and other
rights herein granted to the Investment Manager.
INDEMNIFICATION
The Investment Manager will at his own expense, indemnify the Investor its
assignees and licenses, and hold them harmless from any or all claims, actions,
Judgments, decrees, loss, damage, liability or expenses, including attorney fees
resulting from or in connection with, any breach of any of the warranties,
covenants and promise made herein by the Investment Manager. Investor shall
first require the Investment Manager to defend any such claim, action or cause
of action, and to assure full responsibility and cost of defense or settlement
thereof, if, however, after a reasonable time, Investment Manager fails to
assume such responsibility as afore-said, then the investor is hereby granted
authority and power of attorney to handle, defend or settle all claims, actions
and defense and/or settlement of any claim, actions or cause of action handled
by the Investor. The Investor shall give notice of any such claim or action to the
Investment Manager and at Investment Manager's request shall consult with
Investment Manager concerning same and any settlement thereof, but investor's
decision with regard to any claim handled by investor shall be final.
The term "action" shall be deemed to include all manner of suits, legal
actions, and proceedings at law or in equity or agency or before any
administrative, judicial or government agency or before any arbitration or
other private tribunal. All powers and authority of the Investor granted in
this may be exercised by itself, its licenses and assigns, in their respective
names or in the name of the Investor, or otherwise. Any amount which the
Investment Manager may become obligated or pay to any of the
indemnities pursuant to this paragraph shall be paid by owner upon
demand, and if elected to be paid by the Investor, may be recouped by the
Investor directly from Investment Manager upon demand or from
Investment Manager’s share of Earnings – Return on Investment
hereunder, or from any other amount due to the Investment Manager from
Investor.
Nothing herein contained shall constitute either party the agent of the
other. This agreement is personal to the Investment Manager and may not
be assigned, and any such purported assignment shall be void. This
agreement shall be binding upon and shall ensure to the benefits of each
of the parties and their respective representatives.
This agreement shall be deemed made and is to be construed and
interpreted under the laws of the Country of the parties hereto consent to
and brought and submit to the jurisdiction of the courts in any action
brought to enforce or otherwise relating to this agreement.
ARBITRATION:
All disputes controversies or differences, which may arise between the
parties hereto. In connection with or over breaches of this agreement, shall
be settled amicably between the parties. If the dispute, controversy or
difference cannot be settled between the parties in spite of their efforts,
then and in that event only, it shall be finally settled in the court by an
arbitrator or arbitrators duly agreed upon by both parties hereto. This
Memorandum of understanding (M.O.U) will be governed by the laws
of United Kingdom without regard for conflicts of Laws Principles.
Each party hereby expressly consents to the personal Jurisdiction
of the court located in United Kingdom and or in Switzerland.
IN WITNESS WHEREOF, the parties hereto have executed this
Memorandum of Understanding (MOU) as of the day and year
first above.
INVESTOR: MUHAMMADU BUHARI GCFR, PRESIDENT &
COMMANDER-IN-CHIEF NAF FEDERAL REPUBLIC OF NIGERIA
(FRN)
Address at: ASO ROCK PRESIDENTIAL VILLA, FEDERAL CAPITAL
TERRITORY ABUJA- NIGERIA
Sign: …………………………………Valid ID Number:
INVESTMENT MANAGER:
[ ]
Address
Sign: ………………………………Valid ID Number: