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7 views15 pages

原文

test

Uploaded by

Wenxue Zhu
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 15

Date: ___________________

TRADE CONTRACT NO :
BOND/TVWM/RWA-1.5B

TERM SHEET

Private Placement Program & Management Agreement

Between

THE VIEW WEALTH MANAGEMENT & CONSULTING LLC-FZ


“The Company”

and

XXX “Client”

Table of Contents

1. APPOINTMENT...............................................................4

2. PPP & ASSET MANAGEMENT SERVICES............................................4

3. METHODS OF ASSET MANAGEMENT SERVICES.................................4

4. CONFLICTS OF INTEREST.....................................................6

5 ASSET MANAGEMENT SERVICES FEES AND PERFORMANCE-BASED BONUSES AND


COMMISSIONS ...............................................7

6. TAXES....................................................................8

7. REPRESENTATIONS, WARRANTIES AND COMMITMENTS..............................8

8 TERMS.....................................................................9

9. INDEMNIFICATION..........................................................9

10. LIABILITIES FOR BREACH OF THE AGREEMENT..................................11

11. TERMINATION..............................................................11
Private & Confidential Page 1 of 15 12/12/2024
13. FORCE MAJEURE............................................................12

14. CONFIDENTIALITY; NON-CIRCUMVENTION.............................................12

15. ASSIGNMENT...............................................................13

16. NON-WAIVER...............................................................13

17. NOTICES..................................................................13

18. PERFORMANCE..............................................................13

19. FURTHER ACTIONS..........................................................13

20. GOVERNING LAW AND DISPUTE RESOLUTION.....................................13

21. EFFECTIVENESS, COPIES AND MODIFICATIONS..................................14

Private & Confidential Page 2 of 15 12/12/2024


ADDENDUM LISTING

Addendum A: Nominated Account at EMIRATES NBD

ANNEX B

Addendum C: Client’s Settlement Account Details (TBA)

TBA

Private & Confidential Page 3 of 15 12/12/2024


This Asset Management Agreement ("Agreement OR Term Sheet") is signed by the following
parties.

On the 12Th Day of DECEMEBER 2024

Between:

xxxxxxxxxx : PARTY A
Represented by: Mr. xxxxxx

And:

THE VIEW WEALTH MANAGEMENT CONSULTING LLC-FZ (“Party B” – THE COMPANY) of


THE MEYDAN HOTEL, GRANDSTAND, 6TH FLOOR, MEYDAN ROAD, NAD AL SHEBA, DUBAI,
U.A.E
/ [email protected] Represented by
RatnaKumar Ehambaram: CEO

WHEREAS,

(1) Party A - The CLIENT is a legally established and duly organized company, which is
authorized to invest or cause to be invested the asset (“Asset, as described in section 2.1 of
this Agreement”) in accordance with the terms of this Agreement.

(2) Party B – The COMPANY is a legally established and duly organized and registered
company in good standing in its registered Jurisdiction. Party B hereby confirms that it is very
experienced in the private placement & asset management field in short term and long-term
high yield financial investing having established a substantial banking and investment
relationship to execute the required terms of this Agreement (“Agreement”).

(3) Party A appoints Party B (The Company) with the full management of a BOND ISIN:
USP17625AE71, deposit of ONE BILLION AND FIVE HUNDRED MILLION in USD Currency
(USD $1,500,000,000.00); EURO CLEAR ASSIGNMENT AND FOLLOWED BY MT542
DELIVERY. LTV at 10%.

(4) Party B will use its Financial Network, its banking and Professional relationships and
years of expertise to deliver returns according to its “Best Efforts” on funds placed under asset
management.

(4) Party A appoints Party B (The Company) and its Asset Management Team and their
bankers with the management of the Asset for a period of no less than THIRTEEN (13)
Calendar Months in exchange for returns totaling no less than 10% (TEN) of the face value
per Month and 5% (FIVE) commission to Intermediaries/Agents of the total LTV amount.

Private & Confidential Page 4 of 15 12/12/2024


(6) Party A and Party B wish to make appropriate arrangements on matters relating to Party A
appointing Party B with the Asset Management Services of its Asset.

THEREFORE, based upon the principle of mutual benefit, both parties agree, through friendly
and legal negotiation, on the following terms:

1. Appointment

Subject to the terms and conditions provided in this Agreement, Party A hereby appoints
Party B, and Party B hereby accepts such appointment and agrees to perform asset
management services with respect to the Asset described in the recitals above and further
described in Section 2.1.

2. Asset Management Services


2.1. The Asset is a BOND deposit from a licensed bank on behalf of Party A or its Member to
Party B for the purpose of PPP/Asset Management Services under the terms of this
Agreement. Party A or its Member will provide proof of said Asset together with its bank
officer’s contact information for contact by Party B’s Bank for the purpose of receiving the
Asset to Party B’s Bank (If Applicable); Party A can SEND the BOND directly to Party B’s Bank
to its (Holding) Account in A SPECIFIC COUNTRY or directly to the NOMINATED BANK
Account.

The Asset/BOND shall be in the name of the Beneficiary Party B (The Company) and be
committed to Party B for a period of no less than THIRTEEN (13) calendar months.

2.2. The Asset Management Services are the professional services to be provided by Party B,
on behalf and for the benefit of Party A, in accordance with this Agreement with respect to the
Asset and subject to all UK AND Swiss guidelines and regulations.

3. Methods of Asset Management Services

3.1. Authorization

3.1.1. The Asset Management Services shall involve the delivery of the Asset. For the duration
of the Agreement, Party A or its Member via its bankers shall deliver the Asset to Party B’s
Bank in accordance with the instructions of Party B’s, its Banks, Its Bank Managers and
Investment Manager; and Party A shall be entitled to investment gains of the Asset as outlined
in this Agreement.

3.1.2. Party B Shall immediately upon receipt of asset, provide a legal receipt for the funds
delivered and this date is stated as the Closing Date for the transaction receipt and all
payments, and returns to Party A are calculated from this date as the official “Closing Date”

Private & Confidential Page 5 of 15 12/12/2024


3.1.3. Upon Party A's approval or acknowledgement and after carrying out necessary
authorization procedures, Party B may employ auditors, actuaries, attorneys and other
professionals in the name of Party A or in its own name for the purpose of carrying the objects
of this Agreement at no further cost to Party A.

3.1.4. Party A shall receive from Party B and/or its designated Paymaster the following
returns at the rate and schedule provided:

a) within 30 (Thirty) banking days following the Closing Date (which is after 14 days after
MT542 authentication and verification), a monthly payment of 10% of the face value
+5% of full earnings from the LTV generated by the Asset Management Program Using
Party A’s Asset, with a guaranteed minimum return being no less than 10% of the face
value of the BOND.

b) These payments will occur at the end of every month (Friday) after 5 banking days from
“Closing Date”, at the stated rate and minimum amount.

c) minimum guaranteed amount is (Client 10% of the face value & 5% of LTV to
intermediaries) per Month with the expected return on best effort basis.

d) Payments of returns on investment will be made for Ten Months (ten payments) to Party
A.

Party A shall not remove the Asset before 30 banking days after “Closing Date” To cancel this
transaction the cancellation of this Agreement is done in writing to Party B via registered mail
or Electronic mail, no earlier than 30 banking days after “Closing Date”.

3.1.5. Party A may terminate this Agreement with cause if payments as outlined in this
Agreement in section 3.1.2. and/or 3.1.4. are not made in accordance with the terms and
conditions stated herein.

3.2. Funds Transfer- (payments to Party A)

3.2.1. Party A shall within 20 (twenty) banking days following the “closing date” of this
Agreement or at any other time mutually agreed by the parties, designate an account or open
an account for the purpose of transferring funds in Party A's name (such designated account
or newly opened account, a "Settlement Account") at an identified by Party A. The Settlement
Account shall be under the sole control of Party A. Party A shall take the necessary steps to
grant Party B appropriate wiring instructions to transfer funds into the Settlement Account.
Party A shall inform Party B of the Settlement Account information in writing for the purpose
of Party B informing Paymaster to transfer funds to the Settlement Account.

3.2.2. During the term of this Agreement, Party A may remit funds from and to the Settlement
Account as it sees fit. Party A need not confirm with Party B in writing any remittance it makes
from or to the account.
Private & Confidential Page 6 of 15 12/12/2024
3.3. Closing Date

3.3.1. Closing Date or Asset delivery date shall be the date upon which the Asset has been fully
delivered to Party B’s Account(s) and verified by Party B via its bank officer (Party A or its
bankers can confirm receipt or funds by Party B with Party B’s Bankers)

3.4. Scope of Authority

3.4.1. Party B's implementation of its Asset Management Services to Party A shall comply with
laws, regulations, provisions and requirements of the applicable authorities. Party B shall owe
a fiduciary obligation to Party A. Party B shall conduct the Asset Management of the Asset with
due care and with the same degree of experience, skills, judgement and care as those used for
its own funds. Notwithstanding the above provisions, Party B shall have discretion over the
decision-making and operations of the Asset unless Party A terminates this Agreement
pursuant to section 3.1.5.

3.4.2. During the term of this Agreement, except for giving Fund Transfer Instructions to Party
B, Party A shall not directly engage in the Asset management of the Asset.

3.5. Release of Asset

3.5.1. Party B through its Bankers, within 14 DAYS of the completion of the THIRTEEN (13)
calendar months from Closing Date or upon termination of this Agreement pursuant to
section 3.1.5., release the Asset, terminate all facilities related to said Asset and provide
documented proof of said termination to Party A and return the Unencumbered Asset to Party
A.

3.5.2. Party B shall ensure the truthfulness, completeness, and accuracy of the reports,
statements and information provided pursuant to the above Section 3.5.1

4. Conflicts of Interest

4.1. Party A hereby recognizes that, when Party B conducts Asset management services
regarding the Asset and, at the same time, regarding its own assets or the assets of any third
party, conflicts of interest may arise in respect of (but not limited to) the distribution of
resources (not funds for payment), provision of services and distribution of investment
opportunities.

4.2. When Party B determines in its professional judgement that there is an existing or
possible conflict of interest, Party B shall inform Party A of such conflict of interest.

4.3. Party B shall have full discretion in taking any such action or measure as it deems in its
professional judgement to be fair, reasonable and necessary to deal with such conflicts of
interest.
Private & Confidential Page 7 of 15 12/12/2024
4.4. Party B shall not take any of the following actions:

4.4.1. Trade or Utilize the Asset with itself, or with the assets entrusted by other parties,
without Party A's advance written approval; or

4.4.2. Cause any conflict of interest or actions thereof to impede delay or offset any payment
to Party A in accordance with the terms of this Agreement.

5. Asset Management Services Fees and Performance-based Bonuses and Commissions

5.1. Party B is entitled to assign itself, such Asset Management Service Fees and Performance
Bonuses and Commissions as provided under this Agreement from the returns on investment
of the Asset by its Asset Manager, under the explicit condition that the performance
obligations of Party B as stipulated under section 3.1.4. are fully met prior to any payout of
any such Management Service Fees and Performance Bonuses and Commissions to Party B.

5.2. The Investment Management Service Fees shall be determined according to the following
provisions:

5.2.1. An 10% of the earned Returns while in no way infringing on the minimum guaranteed
return to Party A; no further fees shall be due to any other entity in respect to this agreement.

5.2.2. The Management Service Fees for each Billing Period shall be the aggregate of the
monthly asset management service fees for the Asset under management, plus additional
service fees for investment management services for that month; all covered within the 10%
payment on returns.

5.2.2.1. No fees commissions or expenses due to Party B shall be deducted from any payments
due to Party A at any time.

5.2.3.1 NOT APPLICABLE.

5.2.3.2. The credit line facility charges at our Banks and Asset Managers Banks shall be paid
for by Party B only. All charges related to legal and processing fees at our Banks shall be paid
by Party B.

6. Taxes

6.1. Business taxes and surcharges, if any, relating to the investment yields arising from the
Asset in benefit of Party A shall be calculated and born by Party A, in accordance with its
receipts and in accordance with applicable tax laws and regulations, while Party B shall
provide the details of the transactions. Income taxes, if any, relating to Asset yields to Party A
shall be borne by Party A and calculated in accordance with applicable tax laws and
regulations. Stamp duties relating to investment transactions shall be directly deducted by
Private & Confidential Page 8 of 15 12/12/2024
relevant authorities, and accounted for as deductions from investment yields, without
affecting the final payout to Party A by Party B or its Banks.

6.2. Party A shall bear all statutory tax obligations arising from its status as a tax obligor
under relevant tax laws and regulations. Party A shall be responsible for any expenses arising
from performing such duties.

6.3. Party B shall give necessary reasonable assistance to Party A in performing the duties as
provided in Section 6.1 and Section 6.2.

6.4. Party B shall bear all statutory tax obligations arising from its status as a tax obligor
under relevant tax laws and regulations.

7. Representations, Warranties and Commitments

7.1. Each Party to this Agreement makes the following representations, warranties and
commitments to the other Party:

7.1.1. It has full rights and authorization, including but not limited to approvals, consents or
licenses from relevant governmental departments, as well as the internal authorizations of the
company, to enter into this Agreement.

7.1.2. This Agreement shall become binding and enforceable upon it after it comes into effect
by the means stipulated in the Agreement.

7.2. Party A makes the following additional representations, warranties and commitments to
Party B:

7.2.1. The Asset is legally obtained and can be legally invested according to laws, regulations
and relevant requirements of the regulatory authorities.

7.3. Party B makes the following additional representations, warranties and commitments
that during the term of this Agreement, it will not:

7.3.1. Misappropriate the Asset or the investment yields; or

7.3.2. Conduct investment services in violation of the use of the Asset as permitted by laws,
regulations and the banking regulatory authority.

7.3.3. Sell, lease, grant a security interest in, or encumber the Asset; and

7.3.4 Enter into a negative pledge agreement, or similar agreement, affecting the Asset, or the
rights thereof, with any other party.

8. Term
Private & Confidential Page 9 of 15 12/12/2024
8.1. The term of the Agreement shall end on the day after the 10 th payment is made in
accordance with this contract and its stated schedule.

8.2. Both parties hereby agree that unless either party gives a written notice to the other
party of its intent to renew the Agreement at least 30 (thirty) days prior to the expiration of
the current term of the Agreement or the renewal term and both parties mutually agree to
extend the Agreement, the Agreement shall be automatically terminated in accordance with
the terms hereby set forth in this Agreement.

9. Indemnification

9.1. Notwithstanding other provisions of the Agreement, the Party B nor its Bankers shall not
be responsible for any losses incurred by Party A or any third party as result of the acts or
failures to act or any errors of judgment in performing their obligations under the Agreement,
unless the losses are caused by the fault of Party B; or any violations of the terms of this
contract by Party B or its associates.

9.2. Party B its officers, directors, partners, employees and agents hereby agree to indemnify
and defend Party A, its officers, directors, partners, employees and agents (each herein called
and “Indemnified Party”) against, and hold each Indemnified Party harmless from, any and all
losses, liabilities and expenses, including, but not limited to, fees and expenses of in house or
outside counsel, court costs, damages and claims, costs of investigation, litigation and
arbitration, tax liability (other than for income taxes on fees earned hereunder) and loss on
investments suffered or incurred by Party B in connection with or arising from or out of (i)
the execution, delivery or performance of this Agreement, specifically with respect to the
return of an Unencumbered Asset to Party A, (ii) the execution, delivery or performance of
the Agreement Party B enters into with the Member (iii) any and all claims that may be
asserted or brought by Party B Banks or its Asset Manager(s)., or (iv) any claim that an
Indemnified Party is non-compliant with any applicable law or regulations except to the
extent that any such loss, liability or expense may result from the willful misconduct or gross
negligence of such Indemnified Party. "Unencumbered Asset" for purposes of this Section 9.2.
and 3.5.1. shall mean an Asset (as defined above) that is free and clear of any encumbrances
such as liens, mortgages, pledges, grants or claims. Party B will further indemnify defend and
hold harmless Party A and its owners, officers, shareholders, affiliates, subsidiaries,
associates, directors, employees, subcontractors and agents from and against any losses,
liabilities, claims, causes of action, lawsuits, judgments, civil penalties, damages and expenses
suffered, incurred, or sustained by Party A or its owners, officers, shareholders, affiliates,
subsidiaries, associates, directors, employees, subcontractors and agents to the extent
resulting from, arising out of, or relating to the following acts or failure to act of Party A:

(a) Any obligations and/or services provided by Party A; or

(b) the inaccuracy, untruthfulness or breach of any representation,


covenant, warranty, or any other agreement set forth in this Agreement.
Private & Confidential Page 10 of 15 12/12/2024
Notwithstanding anything else provided herein, and without limiting Party B’s obligation to
fully indemnify Party A under this Agreement, and with respect to any claims for which Party
A is entitled to indemnification from Party B hereunder, Party A reserves the absolute right
to assume the defence of any claim and Party A may thereafter require from Party B
reimbursement of any and all costs and expenses (including reasonable attorneys' fees and
costs). Party B shall cooperate in the defence of any claim for which indemnification is
sought under this Section. Party B agrees to do the following in connection with the conduct
of the defence of any claim in which Party A has been named a party:

(a) inform Party A or its agents about all material information pertaining to a
claim;

(b) inform Party A of the date of any mediation, arbitration, trial, or


settlement conference as soon as possible after it receives such
information;

(c) choose defence counsel that is satisfactory to Party A;

(d) use all reasonable efforts to promptly provide Party A with copies of all
discovery requests as soon as they are available to Party B;

(e) provide Party A with copies of all defensive pleadings in advance of


filing to allow Party A the opportunity to provide comments; and

(f) inform Party A of the outcome of any mediation, arbitration, motion,


trial or settlement or any other matter from which appeal rights could
arise.

Party B will not enter any settlement or compromise of the claim that would result in the
admission of any liability, create any financial liability, or that would subject Party A to
injunctive relief or otherwise bind, restrict or commit Party A without first obtaining Party
A’s prior written consent.

Party A has the right, but not the obligation, to participate, as it deems necessary, in the
handling, adjustment or defence of any claim. If Party A reasonably determines that defences
are available to it that are not available to Party B, and if raising such defences would create a
conflict of interest for the counsel defending the claim, Party A will be entitled to retain
separate counsel, at Party B’s expense, to raise such defences.

Should Party B fail to assume its obligations, including its obligation to diligently pursue and
pay for the defence of Party A under this Agreement, Party B agrees that Party A will have the
right, but not the obligation, to proceed on its own behalf to defend itself. Party A may require
from Party B reimbursement of all costs and expenses (including reasonable attorneys' fees)
and any amounts paid by the Party A on behalf of Party B.
Private & Confidential Page 11 of 15 12/12/2024
The foregoing obligations are in addition to any other indemnification obligations that may
be set forth elsewhere in this Agreement or in any attachment to this Agreement or which
may arise by operation of law.

9.3. IT IS THE EXPRESS INTENT OF EACH OF PARTY A AND PARTY B TO INDEMNIFY


EACH OF THE INDEMNIFIED PARTIES FOR AND HOLD THEM HARMLESS AGAINST THEIR
OWN NEGLIGENT ACTS OR OMISSIONS.

9.4. This indemnification clause shall remain in effect regardless of the way the Agreement is
terminated.

10. Liabilities for Breach of the Agreement

10.1. If Party B fails to pay Party A when it becomes due under the Agreement, Party B shall
pay to Party A, a sum equal to 0.05% (five hundredth of a percent) of such amount due for
each day that such amount is outstanding until it is paid in full. Also, Party A is entitled to
terminate the Agreement with immediate effect and seek legal redress with amount due to
Party A to include the calculable interest as stated.

10.3. Party B's violation of its representations, warranties or undertakings, or of any other
term of the Agreement, or of the written requirements and written instructions made by Party
A pursuant to the Agreement, shall constitute Party B's breach of the Agreement. Upon breach
by Party B, if said breach continues for fifteen (15) days after written notice thereof shall have
been given to Party B by Party A, then Party A may declare the term of this Agreement ended
and terminated by giving Party B written notice of such intention, unless otherwise waived by
Party A. In addition to the remedy above provided, any other right or remedy available to
Party A on account of any Party B default, either in law or equity.

11. Termination. The Agreement shall be terminated upon occurrence of any of the following
events:

11.1. The term of the Agreement expires, or a renewal term expires without further renewal.

11.2. Party A terminates the Agreement, in accordance with the terms of the Agreement, or
Party B terminates the Agreement due to non-compliance in view of the Asset, or non-
committal of the Asset by Party A.

12. Force Majeure

12.1. If either party fails to perform in whole or in part its duties under this Agreement due to
an event of force majeure, the performance of such duties shall be suspended during the
period of such event of force majeure.

Private & Confidential Page 12 of 15 12/12/2024


12.2. A party that claims that it has been affected by an event of force majeure shall notify the
other party of such event of force majeure in writing in the shortest period possible and shall
provide appropriate evidence of the existence and period of the event of force majeure to the
other party within fifteen (15) days after its occurrence. A party that claims that the
performance of this Agreement is objectively impossible and impractical due to such event of
force majeure shall take any reasonable measures to lessen the losses caused by such event of
force majeure.

12.3. When the event of force majeure occurs, the parties shall consult with each other
regarding the performance of this Agreement. Once the event of force majeure or its effects
ceases, both parties shall immediately resume the performance of their respective obligations
herein.

12.4. An event of force majeure refers to any circumstances that cannot be reasonably
controlled, predicted, avoided or overcome, and occurs after the execution of this Agreement,
which make the performance of this Agreement in whole or in part impossible or
impracticable as a matter of fact, including but not limited to any situation where performance
is impossible without unreasonable expenditure. Such circumstances include but are not
limited to floods, fires, droughts, typhoons, earthquakes, and other acts of God, traffic
accidents, strikes, riots, turmoil and wars (declared or not) and any act or omission of a
governmental authority.

13. Confidentiality, Non-Circumvention. Because of this Agreement, the parties involved in


this transaction may learn from one another, or from principals, the names and telephone
numbers of investors, borrowers, lenders, agents, brokers, banks, lending corporations,
individuals and/or trusts, or buyers and sellers hereinafter called contacts. The parties with
this acknowledge, accept and agree that the identities of the contacts will be recognized by the
other party as exclusive and valuable contacts of the introducing party and will remain so for
the duration of 5 (five) years from the date of this Agreement.

13.1. In the absence of the advance written consent by the other party, the parties agree to
keep confidential the names of any contacts introduced or revealed to the other party unless
the laws or relevant regulatory authorities otherwise provide, or unless such disclosure is
necessary to satisfy the legal requirements regarding information disclosure by listed
companies. The parties further agree that their firm, company, associates, corporations, joint
ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns, designees, or
consultants will not contact, deal with, negotiate or participate in any transactions with any of
the contacts without first entering a written agreement with the party who provided such
contact unless that party gives prior written permission. Such confidentiality will include any
names, addresses, telephone, telex, facsimile numbers, and/or other pertinent information
disclosed or revealed to either party.

13.2. The parties agree not to disclose, reveal or make use of any information during
discussion or observation regarding methods, concepts, ideas, product/services, or proposed

Private & Confidential Page 13 of 15 12/12/2024


new products or services, nor to do business with any of the revealed contacts without the
written consent of the introducing party or parties.

13.3. In case of circumvention, the parties agree and guarantee that they will pay a legal
monetary penalty that is equal to the commission or fee the circumvented party should have
realized in such transactions, by the person(s) engaged on the circumvention for each
occurrence. If either party commences legal proceedings to interpret or enforce the terms of
this Agreement, the prevailing party will be entitled to recover court costs and reasonable
attorney fees.

14. Assignment. Unless otherwise provided by the Agreement, without the written consent of
the other party, a party may not assign any of its rights or obligations under the Agreement.

15. Non-waiver. Unless otherwise provided by law, no failure to exercise and no delay in
exercising any right, power, or privilege hereunder shall constitute a waiver of such right,
power or privilege; nor shall any single or partial exercise of any right, power, or privilege
preclude the exercise of any other rights, powers or privileges.

16. Notices. All notices relating to the Agreement shall be in writing and shall be delivered by
overnight courier, fax electronic mail or (post) regular mail. Notices delivered by overnight
courier shall take effect upon delivery. Notices sent by fax shall take effect upon successful
transmission, provided that the sending party provides a fax confirmation report produced by
the fax machine showing the successful transmission of the notice. Notices sent by email shall
take effect upon successful send of email and not necessarily by the successful receipt of that
email by the receiver providing that the sender provides proof of that send. Notices sent by
mail shall take effect on the third (3rd) day after having been posted (if the last day is a
Sunday, or statutory holiday, such day shall be the next working day).

17. Further Actions. Both parties shall take such further actions and measures as to fully and
effectively enforce this Agreement, including but not limited to determining the
implementation plan or detailed measures based on the principles provided herein and on the
condition of not violating the provisions agreed upon herein.

18. Governing Law and Dispute Resolution

18.1. This Agreement shall be governed by and interpreted and construed in accordance with
the laws of The United Kingdom and the Banking Regulations of the United States and
Switzerland.

18.2. Any disputes arising from and related to this Agreement shall be settled by both parties
through friendly negotiations. If a dispute cannot be resolved through friendly negotiations
within 90 (ninety) days, either party may submit such dispute to the Legal Authorities for
arbitration in accordance with arbitration rules then in effect. The arbitration award shall be
final and binding on both parties.

Private & Confidential Page 14 of 15 12/12/2024


19. Effectiveness, Copies and Modifications

19.1. This Agreement shall come into effect when it is signed and sealed by the authorized
representatives of both parties on and about 12TH DECEMBER 2024.

19.2. This Agreement is executed in two (2) originals, with one for each party. Each of these
two originals has the same legal effect. Electronic Transference of signature affixation can
affect Agreement.

19.3. The modification of this Agreement can only be made pursuant to a written agreement
duly executed by the authorized representatives of both parties and upon the approval of both
parties after the appropriate actions of their legal representatives, if such modification
constitutes a material and significant change to this Agreement.

Party A:

XXXXXXXXXXXXXXX

Signature

**********************

Party B:
For and Behalf of:
THE VIEW WEALTH MANAGEMENT & CONSULTING LLC-FZ

Signature

Private & Confidential Page 15 of 15 12/12/2024

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