This Investment Agreement (Agreement) is entered into this ….. …..day of July 2020
BETWEEN
NAMO FOODS INTERNATIONAL LIMITED, a company registered in the Federal Republic of Nigeria with address at Km 14 Aba Owerri Expressway, Owerri, Imo State, Nigeria, hereinafter referred to as “NAMO FOODS or Company” on the First part,
AND
……………………………..representing, a group of Investors being alumni of Engineering Class 2001, University of Ilorin, with address at …………………….. hereinafter referred to as “…………….. or Investor”, on the Second part;
NAMO FOODS and ………………… are hereinafter referred to in this Agreement individually as the “party” or collectively as “parties”, and have agreed as follows:
WHEREAS:
A. NAMO FOODS is a food production and packaging Company with focus on producing healthy
foods as substitute for Africans carbohydrate swallows and improvement of general wellness of
all.
B. NAMO FOODS seeks investment for the development, expansion and full optimization of
Namo Foods in return for profit on investment
C. …………………..has represented that it has the financial capability and is willing to invest in Namo Foods for sustainable development in return for profits on its investment .
D. NAMO FOODS and …………… desire to collaborate and cooperate with each other in the funding of Namo Foods in return for profits on investment (“the Transaction”).
NOW THEREFORE, the parties agree to execute this Agreement for the purpose of affirming their commitment to cooperate and collaborate on the Transaction within the scope of the terms and conditions as described below:
INVESTMENT AND CONSIDERATION
- The Investor has agreed to invest a total amount of ……………..in return for 24% interest per annum on funds invested
- The investment is to be completed on the ………………….
- The Investor agrees that Namo Foods shall use the invested amount for the development expansion and full optimization of Namo Foods with the aim of generating and increasing cash flow and profits for Investors and other stakeholders
INVESTMENT METHODOLOGY
- 24% return on investment per annum.
- ……..investment slots shall be available to Investor
- One investor slot costs N100,000 (One Hundred Thousand Naira) only
- A mandatory 30days moratorium shall apply to investment fund. During this period, no interest shall accrue to investment.
- Payment of interests on investment shall be made quarterly (effective 90 days from the expiration of the 30days moratorium period).
- Liquidation of investment shall be 12months from the date of completion. Where investor seeks to liquidate total amount 12months from completion, such liquidation shall be in four equal tranches made quarterly
- Where Investor seeks to liquidate investment it shall provide a notice of eight weeks prior to the liquidation date
Note: Due to prevailing global economic uncertainties, interest rates may be reviewed at the end of an investment tenure
COMPLETION AND EFFECTIVE DATE
3.1 The following conditions shall occur for completion of the investment:
- Execution of Investment Agreement by both parties
- Payment of the total amount of ……………..to Company’s Bank Account with the following details:
Bank Name: Access Bank Plc. (formerly Diamond Bank)
Bank Account No:
Name of Account: Namo Foods International Limited
- Confirmation of receipt of total amount in writing by Company to Investor
3.2 Completion of Investment shall mean the finalization of items in 3.1 above to commence the business relationship of parties.
3.3 The date of Completion shall be the Effective date of this Agreement
SECURITY
Company shall provide as security for Investors Funds, its asset located at Kim 14 Aba Owerri Expressway, Owerri, Imo State and valued at ………………in accordance with valuation report of ……….
WARRANTIES
5.1 Each party to the Agreement warrants that:
- It has the authority and power to enter into and perform the obligations agreed upon on this contract:
- Upon completion, its obligations to this Agreement will be binding and
- Execution of the obligations under this Agreement will not be in violation of any law
5.2 Namo Foods warrants to the investor that:
- It has been duly incorporated and that it validly exists under the laws of its jurisdiction
- It is not involved in any litigation, arbitration or legal proceedings and that there are no existing claims against the Company
ACCOUNTING AND FINANCIAL INFORMATION
6.1 The Company shall maintain accurate and complete accounting and other financial records
6.2 Investor shall have the right to necessary financial information within 30days of the end of each financial quarter or within thirty days of request.
CONFIDENTIALITY
7.1 Except for information of parties already in the public domain; disclosure of confidential information to a director, officer or employee of a party whose function requires him to have such information; or disclosure required by government or regulatory body, parties agree that this Agreement shall remain confidential.
7.2 Confidential information covers the following:
- Information relating to the Company which include all of its proprietary and intellectual property, products formation components and mechanisms, client and investors list, financials, business documents, agreements and all company information
- Information relating to the Investor which includes personal and financial data, this Agreement and any other information provided to Company.
7.3 Each party agrees that it will not use any Information that is property of the other for its own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of the other party. Each Party will protect the Information and treat it as strictly confidential information as though it is property of the other party.
7.4 The parties recognize that they may provide or seek professional services to or from third parties, and that, they will remain mutually bound by the confidentiality provisions of this Agreement, and neither party may use the information for the benefit of third parties.
7.5 The confidentiality provisions of this Agreement shall remain in full force and effect five years following the termination of this Agreement.
AGREEMENT SURVIVES COMPLETION
This Agreement shall remain in full force following its completion
SEVERANCE
If any of the provisions under this Agreement is found to be void, invalid, illegal or unenforceable, that provision or part of the provision will be deemed void or deleted and the rest of the provisions will remain valid and enforceable,
AMENDMENT
An amendment of this Agreement may be deemed valid only if it is in writing and signed by both parties. Any changes to the Agreement will be binding to both parties.
EXCLUSIVITY AND NON COMPETITION
The parties agree not to compete against each other with respect to opportunities and projects presented as a result of this agreement unless they do so in collaboration with each other.
ASSIGNMENT
The rights, duties and obligations of the Parties under this Agreement may not be assigned or transferred to any other person or persons without the prior written consent of the Parties.
COSTS
Any costs incurred before, during and after this Agreement shall be borne by the party that incurred such costs
TERM
14.1 Except this Agreement is terminated, it shall be valid for an initial period of two years from the date hereof and may be extended by the parties in writing.
14.2 Where parties seek to extend the validity of the term, such extension shall be done three months prior to the date of expiration of the Agreement.
ENTIRE AGREEMENT
This Agreement and schedules attached represents the entire Agreement between parties and supersedes any previous Agreement in writing or otherwise.
COMMUNICATION
16.1 All correspondence in relation to this Agreement shall be in writing by way of electronic mails, courier or delivered directly to the addresses below:
For the Company:
Namo Foods International Limited
KM 14 Aba Owerri Expressway
Owerri, Imo State
Attention: Mr. Nnamdi Amakor
Managing Director
Email: namofoods@yahoo.com, Telephone: 234-8171882468
For the Investor:
……………………………………….
……………………………………….
……………………………………….
16.2 Correspondences shall be deemed to have been received if:
- Received personally upon delivery
- In the case of email, upon notification to sender that the email has been sent
- In the case of courier, 72hours from the date of posting.
NO PARTNERSHIP
Nothing in this Agreement implies a partnership between the parties nor confers any interests of Namo Foods in Investor except as expressly stated in this Agreement.
TERMINATION
18.1 This Agreement may be terminated by either party after the expiration of 12months from the effective date and upon provision of 30days notice in writing.
18.2 Where termination occurs, parties shall fulfil obligations arising prior to the date of termination.
GOVERNING LAW
191 The construction, validity and performance of this Agreement shall be governed by and interpreted in accordance with the Laws of the Federal Republic of Nigeria.
19.2 Any dispute arising out of or in relation to this Agreement shall first be resolved amicably by parties. Where parties are unable to resolve dispute, parties shall have recourse to Mediation at the Lagos State Multi-door Court House, failing which, parties shall resort to Arbitration in accordance with the Rules of Arbitration and Conciliation Act, Cap 18, Laws of the Federation of Nigeria, 2004.
19.3 The party alleging dispute shall serve a Notice of Arbitration on the other. Within 14 days of the service of the said notice, each party shall appoint an Arbitrator and both Arbitrators shall appoint a third Arbitrator. Where both Arbitrators are unable to agree upon and appoint a third Arbitrator after 30days from the expiration of the 14days period in 19.3, the initiating party shall apply to the Chairman Chartered Institute of Arbitration (United Kingdom) Nigeria Branch for the appointment of the third Arbitrator with requisite experience in the Food Production Industry.
19.4 The Arbitration Award shall be final and binding upon the parties and judgment upon the award tendered may be entered in any court having jurisdiction. The Arbitration shall hold in Lagos, Nigeria.
19.5 A dispute shall be deemed to have arisen when either party notifies the other party in writing to that effect. Each party shall bear its own costs of the Arbitration.
IN WITNESS WHEREOF, the Parties have entered into this Investment Agreement as of the Effective Date specified therein.