Framework for Partnership & Investment Agreement

On / / 1437 H , corresponding to / / 2016.

This contract has been concluded between:
Sirs / Olive Branch Company, with its chosen location/ address in this contract
.......................................................................... - as ( First-Party )
& Jewel Union Trading & Contracting, Transportation and Services Company.
( Registered Establishment # 12111300 )
Represented in this contract by / Mr. Yasser Ali Mohammed Mohammed, Director in
Charge - as (Second Party)
Preface
Since the first party has the desire and financial possibilities to finance investment
project (venture)s in the field of building, general construction, services of all kinds &
financial development, and since it is looking for a second party to execute these
investments for him within the State of Qatar, as the second party has sufficient
expertise to implement and manage such project (venture)s and potential, and
where it has already got the required legal frameworks to carry out such project
(venture)s and as it is enrolled and organized within the Qatari market in the form of
a group of companies covering the target investment areas.
The First party offered him to engage into a sustainable partnership to achieve the
target investment project (venture)s, in which the first party will be the financier and
the second party acting as a partner and executive agent, the second party agreed to
this. Therefore the two parties holding full civil legitimacy and liability to form this
partnership, according to the following conditions:
The FIRST item:
The above preface is an integral part of this contract and lexical completion of the contract.
Item TWO : Topic of the agreement :
Both parties agreed on the implementation of investment project (venture)s, covering the
scope of real estate, services sector and the financial field, particularly targeting: general
construction, major agencies, manufacturing, logistics support, and financial and human
development and education. These targeted projects (ventures) to be accomplished basically in
Qatar, or one of the Gulf States, a second degree.
Item THREE: Obligations of the parties:
- The first party is a financing partner funding the targeted project (venture)s, while the second
party is a partner and executive director for these project (venture)s.
- The profits are to be distributed between the two parties for each individual project (venture)
isolately.
- The legal formula of each target project (venture), to be set by the parties according to a
special agreement providing the status of each party and its obligations and share of the profits
Item FOUR : Project (venture) Management:
Second party carries out the management and implementation of joint project (venture)s
targeted by both parties shall under power of procuration made by the first party, that this
procuration is a special theme of the very same project (venture), and the procuration is
annulled and cancelled at the completion of the project (venture).
The right to sign in the joint project (venture)s between the two parties is delegated to the
second party alone, provided that the deeds and practices made by it, are necessary to achieve
the purpose of the partnership and within the purposes and under the title. No exceptions are
made but for ; transactions and legal acts that would maximize the top of the joint venture's
capital, (e.g : mortage, sale , donation, merging with others ), these acts are only to be signed
by the TWO parties
Item FIVE : Finance-Management:
- A current international specific-account must be opened for each joint
project (venture) between the two sides.
- This account is managed and run of under the solo signature of the second
party and its responsibility.
- The first party must be enabled to follow-up the recorded transactions of
the above-mentioned online using account operations technology.
- The second party is committed to using the above-mentioned current
account alone and no one else in all credit and debit transactions relating
to the joint project (venture) between the two parties and is committed
to deposit all recorded revenue from the project (venture) only in this
account, otherwise be under the penalty of annulment of all contracts and
agreements that combine the two parties.
Item SIX : Profit and Loss Management:
- The second party holds special and original accounting records for each
specific joint project (venture); to record and write down all spending and
cash receiving operations, the revenue of each project (venture) either
profit or loss is uploaded momentary.
- In the case, the project (venture) making profit, the two parties have
together the right to decide the distribution and dividing all profits or
 keeping a part and distributing the rest or keeping the whole profit to face
the new activities to come, according to a special agreement to
complement and supplement the project (venture)'s contract.
- In the case of recording losses in the project (venture), the two parties shall
be charged each its share according to his contribution and his share in
the capital of the project (venture), whether in cash or physical
contribution, unless the two parties decide something else in the project
(venture’s) contract.
- If it is proven, a dereliction of the second party in the implementation and
management of project (venture) or negligence or transgression, it bears
this loss, the task of proving this negligence is that of the first party or
friendly-jury assigned for conflict resolution between the two parties.
Item SEVEN : Ownership of The Completed Projects:
The trade name and trade mark of each project are the property of the
second party alone and solely, it is not entitled to the first party to address
or contact a third-party or customers using them.
Other than this, the ownership of every completed project in the framework
of this agreement is a joint ownership between the two parties, each
according to its rate and proportion of contribution in it. Yet, one party may
request the other to buy his share and own the project alone, which is the
conclusion of a special contract on that purpose.
Item EIGHT :
Not any party has the right to sell its share of the completed joint projects,
or their mortgage or waive or any part of them to a third party unless with
the consent of the other party in writing.
Item NINE : Duration of the agreement:
The two parties agreed that the period and duration of this Agreement to be
10 years starting from the date of signature and shall be renewable for a
further period with a new contract after the clearance of completed projects
under the first agreement.
An amendment may be included in the new contract, concerning the areas
and scopes of partnership and joint investment between the two parties or
an expansion in the geographic scope or re-considering some conditions.
Item TEN : Terminating the Contract
Except in the case mentioned solid fifth item of this agreement, no party has
the right to terminate it prior to the clearance and breaking up of all existing
joint ventures between the two parties, and only three months after a
written notification sent to the other party.
Item ELEVEN : Friendly Arbitration
If any dispute or disagreement arises between the two parties ,(God forbid)
on the interpretation of some of the terms of this contract or its
implementation that could not be resolved amicably by both parties, shall
submit the dispute to a jury-committee composed of three persons, each
party chooses an arbitrator and the chosen two in turn choose the third
arbitrator within one month from the beginning of the conflict at most.
The Committee’s decisions shall be final and binding to both parties and are
not subject to rejectionary appeal in any way.
Item TWELVE : Selected Addresses of Correspondence
Addresses set forth at the begining this contract are the selected locations in
all matters relating to the implementation of this contract, and if a change
occurs, it is required to notify the other party in writing.
Item THIRTEEN : Copies of the Contract
This contract is made of TWO copies, each party to keep a copy to work
according to when necessary after validating and registering them by the
concerned autorities each in his country.
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First Party Second Party
Olive Branch Company Jewel Union Trading &
Contracting, Transportation
and Services Company