Private Placement Programs Trade Programs





This Financial Consulting and Management Agreement [hereinafter collectively referred to as the AGREEMENT] made this  day of , 2010 is by and between , INVESTOR, having a principle place of business at  and , PRINCIPAL, having a principle place of business at  hereinafter collectively referred to as the PARTIES.

Whereas, the PARTIES hereby represent and warrant to each other that they each have the full legal authority and power to enter into this Agreement and that no consent or approval of any third party shall be required as a condition to the execution of this Agreement or the performance of either PARTY hereunder.

Now therefore, in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES hereby agree as follows:

1. (INVESTOR) and  (PRINCIPAL) hereby enter into this Agreement for the purpose of participating in financial investment programs. The PARTIES will transact and do business as an unincorporated association.

2.  INVESTOR hereby represents and warrants to PRINCIPAL that INVESTOR shall make available either a BCL or POF swifted in the required MT799 format, hereinafter referred to as the “asset,” and attest that the funds backing this asset shall be of non-criminal origin, that the funds will not have been procured or issued pursuant to the perpetration of any fraud or misrepresentation, and that the funds will be and shall remain free of any lien or encumbrance.

3. PRINCIPAL will identify and manage the entry of the asset into one or more investment opportunities on behalf of the PARTIES and will assist in consummating the entry of the asset into an agreement by, through or with, or a combination of one or several Security firms, Banks or other financial parties for the mutual benefit and profit of the PARTIES.

4. INVESTOR shall deliver to PRINCIPAL as follows:$  000,000.00 ($ M USD) in required format via swift MT799. A minimum of  % of the face value of the asset, hereinafter referred to as the “MINIMUM PAYMENT,” will be paid to the INVESTOR upon receipt of the commodity shipments for a term of 12 months. First payment to the INVESTOR will be within 15 business days of successful acceptance, authentication and confirmation of the asset by the receiving institution.

5.   Asset Safeguard and Protection Guarantee:  If principal fails to pay scheduled payment as indicated provided that the asset has met all criteria and has been confirmed and accepted by us, we will return the asset within five (5) business days free and clear of any liens or encumbrance to the sender.

6.  Termination of Agreement: At any time the PRINCIPALS are in default of the foregoing paragraphs, INVESTOR may terminate this Agreement.  Similarly, at any time the INVESTOR is in default, PRINCIPALS may terminate this Agreement.

7. Transaction Code Reference: The Investment Transaction Code reference for the first transaction shall be:

8.  Initial Term of the Agreement: The term of this Agreement shall be for 12 months or as required by the investment opportunity available under the above identified Investment Transaction Code. Upon the satisfaction of both PARTIES, this Agreement may be extended for an additional term of one (1) year and one (1) day; provided however, that such term will automatically be renewed for an additional term of one year and one day on each successive anniversary of the date of this agreement for up to a total of five years, unless either of the PARTIES gives written notice, no less than thirty (30) days prior to the renewal date, to the other party, that the term is not to be renewed.

9.  Management: The PARTIES agree that PRINCIPALS shall have the requisite authority and capacity to arrange acceptable business on behalf of and for the mutual benefit and interest of the PARTIES under the following terms and conditions:


  1. The PARTIES shall execute this Agreement as confirmation of their acceptance of the terms and conditions of this Agreement.
  1. INVESTOR shall execute the Strategic Alliance letter attached to this Agreement marked as EXHIBIT A, authorizing PRINCIPALS to act on behalf of the PARTIES for arrangement of profit generation. INVESTOR shall also execute the request for Services/Non Solicitation Statement attached to this Agreement marked as EXHIBIT B.
  1. INVESOR shall deliver to PRINCIPAL an asset in the sum of $   M USD, in required format.
  1. Where necessary, PRINCIPAL shall compile a profit summary on a monthly basis, or more frequently as needed by the PARTIES, on the last day of each month.
  1. PRINCIPAL shall remit by wire to the account(s) of the PARTIES, as provided herein and identified below, those percentages agreed to under this Agreement.
  1. Execution of Documents: In order to facilitate the entry into, participation therein, and successful completion of profit producing activities, all documents or agreements requiring execution will be signed by PARTIES.
  1. Allocation of Distributable Profits: The PARTIES hereby acknowledge and agree that the intended result of the business activities conducted by PRINCIPAL on behalf of the PARTIES will be an ongoing Management of said asset to generate profits, (hereinafter referred to as “Distributable Profits”), and to distribute them to the PARTIES as agreed herein.  It is understood that the banking coordinates for Profit Distribution shall be handled by acting in its capacity as Paymaster.
  1. Distributions of Profit: First payment to INVESTOR will be within 15 business days as heretofore mentioned in paragraph 4. Thereafter, minimum  percent ( %) of the cash asset will be paid to INVESTOR upon receipt of the commodity shipments for a term of 12 months.
  1. Payment of Fees to Intermediaries and Other Expenses. The PARTIES acknowledge and agree that each of them shall be solely responsible to pay their own respective expenses in connection with the transactions contemplated by this Agreement, including but not limited to the fees of each Party’s own intermediaries employed by either of them respectively or to whom either of them may have incurred any liability. Each of the PARTIES agrees to hold the other harmless from the claims of any such intermediaries claiming by or through it.
  1. Confidentiality, Non-Disclosure and Non-Circumvention. The PARTIES agree that they will be bound by the strictest rules legally possible governing Confidentiality and Non-Circumvention, and that these Confidentiality and Non-Circumvention provisions shall be in full effect for five years from the date of this signing.  By signing below the PARTIES signify that they have understood these rules and agree to be bound by them.  Breach of these provisions shall be cause for termination of this Agreement and shall be grounds for compensation to the harmed party to the fullest extent of the law.  Notwithstanding the provisions of this section, PRINCIPALS and INVESTOR agree that INVESTOR shall not be prohibited from negotiating and executing Agreements for other financial opportunities including, but not limited to trading platforms wherein PRINCIPALS have no interests in said financial opportunities and said financial opportunities are not conflicting with this Agreement.
  1. The PARTIES acknowledge and agree that:
    1. They are aware that this transaction relies heavily on personal and business relationships that have been established and cultivated by each PARTY and that such relationships are considered to be Private and Confidential “Sources” in nature.
    1. They shall keep Confidential any such sources and may not directly or indirectly contact any Confidential Source disclosed by the other PARTY during the normal course of business between the PARTIES without express written the permission of the other PARTY.
    2. Should one of the PARTIES attempt to contact, directly or indirectly, any Confidential Source of the other PARTY without express written permission from that PARTY, it would be considered a breach of this agreement and the injured PARTY shall have the right to terminate this agreement for cause and pursue all legal remedies under law for direct or indirect damages.
  1. Responsibility for Respective Tax Liabilities. The PARTIES acknowledge and agree that neither this Agreement nor the association shall constitute the creation of a taxable entity.  Each of the PARTIES shall be responsible for making all required filings, including tax returns, with their respective governmental entities in which they are or may be respectively domiciled and for the payment of any and all taxes which may be assessed to either of them respectively.  However, the Paymaster shall deliver 1099’s to INVESTOR, PRINCIPALS and all facilitators and/or intermediaries.  Notwithstanding Section J above, and the terms of the agreement referred to therein, the PARTIES hereby authorize each other to disclose any information or details relative to such payments, as may be required by law pursuant to a demand for disclosure legally made upon them by a legally authorized tax authority or by a valid court order and after written notice is received by such party notices.  Any notice required to be furnished hereunder by one party to the other shall be sent via facsimile transmission, mail (postage prepaid, return receipt requested) or overnight courier service to the party to receive such notice.  The PARTIES agree that all transmissions of documents, including and arising out of this Agreement, between the PARTIES made by facsimile machine or by e-mail shall be deemed to be originals and legally binding, including signatures with original signature documents to follow by courier.
  1. Applicability of Applicable Laws, Rules, and Regulations: The foregoing theoretical yield, must at all times comply with all Laws, Rules, and Regulations, issued by the United States of America, European Union Commission, and/or all existing Financial and Banking Regulations, that may heretofore be legislated and/or passed by relevant authorities.
    O. Authority: The PARTIES hereby represent and warrant to each other that they each have the full legal authority and power to enter into this Agreement and that no consent or approval of any third party (including any governmental authority having jurisdiction) is or shall be required as a condition to the execution or the performance of this Agreement.
    P. Rights: The PARTIES understand that INVESTOR represents that he has the full legal right to the asset being offered for investment, and is the beneficial owner thereof, and that PRINCIPAL claims no interest in the asset(s) belonging to INVESTOR.
    Q.  Legal Venue: The parties agree, if applicable, that the enforcement of this Agreement shall be litigated in  .

IN WITNESS WHEREOF the PARTIES have executed this Agreement as of this ______ day of , 2010.

Signed for and on behalf of



Passport No:


Expiry Date:

Signed for and on behalf of


Passport No.


Expiry Date:




And , transacting and doing business as an unincorporated association

I, , hereby declare, under penalty of perjury, that I am the Beneficial Owner of $ M USD ASSET DELIVERED VIA THE REQUIRED FORMAT of clean, clear, un-encumbered funds of non-criminal origins, currently located in: .

By this my Statutory Declaration, I confirm that I have legal authority over the above described funds and account. I further declare that I have requested of  to act in my place and stead to arrange for this asset to be leveraged in order to generate profit(s).

To this end, I have engaged the services of  in this Strategic Alliance for the mutual benefit of the PARTIES. This Alliance is not intended to, nor does it create a partnership or any other legal entity.

. Executed by the Undersigned this ____ day of , 2010.



Request for Services / Non-Solicitation Statement

Date:  , 2010

To:  .

I, , as the owner of the asset for the above referenced transaction, do hereby confirm that I requested of you and your organization specific confidential information and documentation on behalf of myself regarding your currently available programs to serve my interests, purposes and understanding and not for further distribution.

I, , hereby declare that I am fully aware that the information presented by you is not anyway considered or intended to be a solicitation of funds of any sort and is intended for my general knowledge only.

I, , hereby affirm that I have not been solicited in any way. I understand that the contemplated transaction is strictly one of private placement and in no way relates to the United Stated Securities Act of 1933 or related regulations and does not involve the sale of registered securities.

I, , have mutually-agreed that this private placement transaction is exempt from the Securities Act and not for the general public and that all materials are for private use only.

I, , under penalty of perjury, with full responsibility, irrevocably confirm that neither myself nor anyone associated with my organization, corporation, or individual investor are working for any agency of any government. I further state, under penalty of perjury, that I am not involved in any government “sting” operation.

Executed by the Undersigned this ____ day of  2010.


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