Dear Mr. Chang:
We have BG for sale if you have any BUYER who is looking for BG. Details as per attached.
Thanks.
Please check with all your connections today, and try to get it done fastest, as this is Seasoned and at first come first service basis.
SUBSEQUENT TRANCHES: EURO 1 B , 5 B, OR AS OTHERWISE AGREED.
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MASTER FEE PROTECTION AGREEMENT (FPA) / Payment Order
We, ……………………., having our Principal Business Office located at ……………………………………………………. Hereinafter referred to as “the Buyer”, represented by Mr. …………………………….. Under any applicable penalty of perjury, so deem this a legal and binding Irrevocable Fee Protection Agreement for all transactions under the above referenced Transaction Code. Pursuant to a successful transaction, we, the Buyer, will disburse the fees as per this Fee Protection Agreement upon each and every Contract Invoice concluded and cash settlement to the Seller is complete, including, but not limited to, any and all additions, renewals, rollovers, and extensions, to the herein stated beneficiaries.
We, the Buyer, further irrevocably commit to pay the fees according to the agreed split between the Consultants of One percent (2.0%), calculated on the face value of each Contract Invoice, and payable immediately upon to the herein stated Beneficiaries’ Bank Accounts.
These payments are made for services rendered for the above referenced transaction upon signing the Corporate Invoice /Contract. The Transaction Code allocated on the Contract shall automatically apply to this Irrevocable Fee Protection Agreement and will remain for the duration of the entire Contract period, including, but not limited to, any and all additions, renewals, rollovers, and extensions.
We, the Buyer, or our assigns, further irrevocably undertake to make payment in full of the transaction on the same day that payment to the Seller is complete, and we shall confirm the payment of fees to the herein stated Beneficiaries in relation thereto via S.W.I.F.T. message.
The payment of fees shall be made without protest, delay or legal impediment, regardless of any variation or condition which may be agreed between the Principals, in the currency of EUROS (EUR). This Irrevocable Fee Protection Agreement will be lodged with the Buyer’s Bank at the time of the commencement of this transaction.
Fees will be transmitted out of the Buyer’s Bank free of all charges, liens, taxes or encumbrances of any kind except the Buyer’s Bank S.W.I.F.T. Wire Transfer charges for affecting the said Wire Transfers.
This document is unchangeable and irrevocable as to its content and constitutes a legal and binding contract for payment of the above said fees. This document may not be hypothecated without the express written permission from the undersigned.
This Agreement is Irrevocable, Unconditional, Assignable and Divisible and follows the Rules and Regulations as set forth in the International Chamber of Commerce (“ICC”), 2000 Edition, Rules of Conciliation and Arbitration.
Parties to this agreement are independent contractors and all contemplated payments and/or disbursements hereunder are divided interests. Nothing in this agreement construes or creates a partnership or employer/employee relationship between or among the parties hereto.
All taxes, federal, state or other are the independent responsibility of each of the parties hereto
Consultants cannot subpoena to appear in court to testify by any means consultants are not responsible for anything by any means. All responsibility rests on the Principals.
The Transaction Code or any other Identification Codes, Banks, Fiduciaries or Trusts, shall always remain the same and shall not be changed, including any and all additions, renewals, rollovers, and extensions, until this transaction has been completed, without the written consent of the Parties hereto.
The Parties hereto agree not to circumvent, and not to disclose any confidential information relating to, any of the Parties involved in this transaction or any future transactions for a period of Five (5) years from the date of the last Contract Invoice under the above-mentioned Transaction Code, including any and all additions, renewals, rollovers, and extensions, and such agreement not to circumvent or to disclose aforesaid shall apply to any following transaction or new agreement between the Parties.
This Agreement shall be governed by, and construed and interpreted in accordance with the laws, Rules and Regulations of the ICC, Paris, France, the Courts of which shall be the forum for any and all disputes arising out of or in connection herewith.
A facsimile /email copy of this Agreement is considered to be and deemed as original, duly validated, legal, binding and enforceable on all Parties hereto.
==== Morgan Cheng ====