PROJECT INVESTMENT AGREEMENT
Contract No. :
Transaction Code:
Date:
This PROJECT INVESTMENT AGREEMENT is made and entered into this
_______________________, by and between:
(COMPANY NAME), a company duly organized and existing under the laws of
the (COUNTRY) with office address at (ADDRESS) represented in this act by its
(REPRESENTATIVE NAME), hereinafter referred to as the FIRST PARTY ;
-AND-
GRAVITYVENTURES PHILIPPINES. a company duly organized and existing
under the laws of the Philippines with office address at 30 Green St., Capitol
Hills Golf Subdivision, Matandang Balara, Quezon City, Metro Manila,
Philippines. represented herein by its Managing Director, CEO, Ryan
Christopher Salazar Guzman hereinafter referred to as the SECOND PARTY.
WHEREAS:
1. The FIRST PARTY is a legitimate owner of a sizeable amount of funds and is
ready, willing and able to provide funding for large-scale projects which
provides long term benefits to environment and economy such as climate
change mitigation, renewable energy, food security, infrastructure, light &
heavy industries manufacturing, transportation, poverty alleviation,
employment, housing, medical health and tourism, oil and commodity trading;
2. The SECOND PARTY is a project management and proponent of an integrated
eco friendly development project and agricultural project and green power
generation project, environmental project located in the location of Subic Bay
Freeport and Region 3 Economic Cluster and all of the Philippines;
3. The FIRST PARTY is interested to provide funding for the integrated project
of the SECOND PARTY;
4. The SECOND PARTY has accepted the interest and intention of the FIRST
PARTY;
NOW THEREFORE, for and in consideration of the foregoing premises and of
the mutual covenants and stipulations herein set forth, the Parties by mutual
consent hereby agree unto each other as follows:
SECTION 1. RECITAL AND DESCRIPTION OF THE PROJECT:
1.1 That the integrated project is composed of (PROJECT DESCRIPTION)
amounting to AMOUNT HERE located in designated areas in the Philippines;
1.2 Information of Investor and Developer
INVESTOR or PARTY-A:
Company Name :
Company Reg.
Address,
Company Reg. No. :
Represented By :
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 2
Passport Number :
Date of Issue - Expiry :
Hereinafter referred to as the “SENDER / INVESTOR“)
BANK COORDINATES OF THE ISSUING / SENDER BANK
Bank Name :
Bank Address :
Account Name :
Account Number :
IBAN Code :
SWIFT Code :
TELEX Code :
Bank Officer Name :
Bank Officer TeL :
Bank Officer E-Mail :
DEVELOPER or PARTY-B:
Company Name :
Company Address :
Company Reg.
number:
Represented By :
Passport Number :
Date of Issue - Expiry :
(Hereinafter referred to as the “RECEIVER / DEVELOPER “)
BANK COORDINATES OF THE ISSUING / RECEIVER BANK
Bank Name : TO BE FILLED BY US
Bank Address :
Account Name :
Account Number :
IBAN Number :
SWIFT Code :
TELEX Code :
Bank Officer Name :
Bank Officer TeL :
Bank Officer E-Mail :
SECTION 2. RIGHTS AND OBLIGATIONS OF THE PARTIES:
2.1 FIRST PARTY:
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 3
2.1.1 The FIRST PARTY by virtue of this Agreement irrevocably commits to
provide funding for the integrated project at an amount in tranche as
follow at a pre-determined schedule and window time in tranches as
indicated in the Feasibility Study Report of the project. The initial tranche
amount shall be AMOUNT HERE
WE WILL FILL UP THIS SECTION,
Type of Transaction :
INCLUDING THE TRANCHE SCHEDULE
Total Face Value :
Delivery :
Tranche 1 :
Tranche 2 :
Tranche 3 :
Tranche 4 :
Tranche 5 :
Tranche 6 :
Tranche 7 :
Tranche 8 :
Tranche 9 :
Tranche 10 :
2.2 SECOND PARTY:
2.2.1 The SECOND PARTY by virtue of this agreement has the duty and
responsibility of Implementing the Projects including procurement of
Clearances, Licenses and Corresponding Development Permits needed by the
project. The SECOND PARTY has also the responsibility of providing the Master
Plan and Detailed Engineering Design of the Projects and Oil and Commodity
Trading Business Plan;
SECTION 3. OWNERSHIP & PROFIT SHARING:
3.1. That due to the participation of other 3rd Party investors in the project the
FIRST PARTY is entitled only up to XX% ownership and profit share of the
projects net of taxes to be levied by the Philippine Government;
3.2 That due to the participation of other 3rd Party investors in the project the
SECOND PARTY is entitled only up to 40% ownership and profit share of the
projects net of fees, capital and operational expenses, and taxes to be levied by
the Philippine Government;
SECTION 4. EFFECTIVITY AND VALIDITY:
4.1 This Agreement shall take effect immediately upon signing of the Parties
and remains to be valid and binding for a period of twenty five (25) years;
SECTION 5. AMENDMENTS/ADDENDUMS/GENERAL PROVISIONS
5.1 This contract constitute the entire understanding and agreement of the
Parties and no changes, corrections, amendments or addendums shall be made
except in writing and mutual consent of the Parties.
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 4
SECTION 6. PROTOCOL AND PROCEDURES
6-1 . PROTOCOL TO START: PARTIES “exchange Telex Keys” for Telex KTT
MT103 Cash Transfer Process.
6-2 . TRANSACTION PROCEDURE:
6-2-1 All parties fill out the DOA, Party A signs, and then Party B signs and
sends copies to all parties involved.
6.2.2 Party A will send Pre-advise. Party B will respond with the TELEX -RWA
SAME-DAY CREDIT CONFIRMATION
pre-notice.
6.2.3 PARTY A’s bank sends the first tranche of ANOUNT
(XXXXXXXXXXXXXXXXXXX) to PARTY B KTT of Telex transmission MT103. AS
SUCH, MONEY TRANSFER BY TELEX KTT MT103
6.2.4 Upon receipt of telex and the transmission customer copy, PARTY B shall
reply via KTT the receipt of the MT103.
6.2.5 Payouts are sent to PARTY A BENEFICIARIES designated Accounts by TT
or Swift MT103 AUTO within 72 hours of receipt of the KTT MT103.
6.2.6 Subsequent MT103 CONTINUES IN TRANCHES TO MAXIMUM
AMOUNT.
6.3 . IMPORTANT POINTS
6.3.1 Party-A/Investor declares that “investment” will be made by clean and
clear money funds of non-criminal origin, free of liens and encumbrances.
6.3.2 Party-B/Partner bears full responsibility for appropriate transfer of funds
to the fiduciary account listed below.
Party-B/Partner, who is the sole owner of the receiving corporation, has been
fixed a remuneration, which shall, unless agreed otherwise, be equal to certain
percentage of the value of the investment made by Party-
A/Investor. The Party-B/Partner shall release the said amount to the designated
fiduciary bank account of the project beneficiaries of Party-A/Investor.
6.3.3 PARTY-B/PARTNER WARRANTS NOT TO USE THE INVESTMENT FUND FOR ILLEGAL
PURPOSES. BOTH PARTIES UNDERSTAND THE LAW "ON MONEY LAUNDERING" AND
WITH FULL LEGAL RESPONSIBILITY CONFIRM THAT THE MONEY OBTAINED LEGALLY.
SECTION 7. FORCE MAJOR
7.1 Any delay in or failure of performance by either party of their respective
obligations under this agreement shall constitute a breach hereunder and will
give rise to claims for damages if, and to the extent that such delays or failures
in performance are not caused by events or circumstance beyond the control of
such party.
7.2 The term “Beyond the Control of Such Party “Include Act of War, Rebellion,
Fire, Flood, Earthquake, Banks technical problems or other natural disasters.
Any other cause not within the control of such party or which is by exercise of
reasonable diligence, the party will be unable to foresee, prevent, or remedy.
SECTION 8. ARBITRATION
8.1 All disputes and questions whatsoever which arises between the parties to
this agreement and touching on this agreement on the construction or
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 5
application thereof or any account cost, liability to be made hereunder or as to
any act or way relating to this agreement shall be settled by the arbitration in
accordance with the arbitration rules of the ICC.
8.2 This agreement contains the entire agreement and understanding
concerning the subject matter hereof and supersedes and replaces all prior
negotiations and proposed agreements, written or oral. Neither of the parties
may alter, amend, nor modify this agreement, except by an instrument in writing
signed by both parties. This agreement will be governed by and construed in
accordance with the laws of USA, State of Texas. In the event that either party
shall be required to bring any legal actions against the other in order to enforce
any of the terms of this agreement the prevailing party shall be entitled to
recover reasonably attorney fees.
IN WITNESS WHEREOF, the Parties have hereunto affixed their seal &
signatures this ______(DATE)________ at _____________________________ City,
Philippines.
INVESTOR / COMPANY NAME :
Represented by
Passport No.
Date of Issue
Date of Expiry
Place of Issue
RECEIVER COMPANY NAME :
Represented by
Passport No.
Date of Issue
Date of Expiry
Place of Issue
ACKNOWLEDGEMENT
Philippines
( ) S.S.
BEFORE ME, a Notary Public in and for the __________________, this DATE,
personally appeared Ryan Christopher Salazar Guzman with PASSPORT No.
___________________________ issued by the Republic of the Philippines and (FIRST
PARTY REPRESENTATIVE) with Passport No. ___________ issued by the
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 6
COUNTRY both known to me to be the same persons who executed the
foregoing instrument consisting of two (2) pages and they acknowledged to me
that same is their own free act and voluntary deed.
WITNESS MY HAND AND SEAL on the date and place first above written.
NOTARY PUBLIC
Doc No. __________;
Page No. _________;
Book No. ________;
Series of 2024.
PARTY A’s PASSPORT COPY
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 7
PARTY A’s COMPANY REGISTRATION CERTIFICATE
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 8
PARTY B’s PASSPORT COPY
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 9
PARTY B’s COMPANY REGISTRATION CERTIFICATE COPY
First party: sender/investor Second party: Receiver/Developer
Contract No. :
Transaction Code:.
Date : October 5, 2024 Page | 10
First party: sender/investor Second party: Receiver/Developer
