CONSULTING AGREEMENT
CONSULTING AGREEMENT
Today, date ………. month ………. year ………., in the city of ………., the province of ……….., country ………..
We include:
PARTY A: SUNRISE INVESTMENT CORPORATION
Representatives:
Title:
Address:
Phone:
Email:
Website:
PARTY B:
Representatives:
Title:
Address:
Phone:
Email:
Website:
Party A and Party B are hereinafter collectively referred to as Parties and individually as Party.
The terms "Party B " and "the company" are synonymous in this consulting agreement.
After discussing, the Parties agree on the following provisions:
ARTICLE 1: CONTENT OF AGREEMENT
The Parties cooperate and sign the consulting agreement (hereinafter referred to as the Agreement) for Party A to arrange the total loan funding of USD ………. (in words) for the ………. project located in ………. of Party B (hereinafter referred to as the project).
ARTICLE 2: FORM OF COOPERATION
2.1. Each Party has a legal status, and conducts business activities according to its trade.
2.2. Each Party keeps honest and transparent bookkeeping, accounting and tax records related to the project in compliance with current legal standards and regulations.
2.3. Each Party pays its own expenses incurred during the Agreement term.
ARTICLE 3: AGREEMENT TERM
The Agreement has a term of one year from the signing date. One month before the Agreement's expiry date, if neither Party delivers the other Party a written notice of discontinued cooperation, the Agreement will automatically be extended for another year.
ARTICLE 4: THE PROJECT TYPE
Choose one of the two types: new project or refinancing project (delete the remaining project type). If it is a new project, choose one of the three forms (delete the remaining two):
New project:
1. Party B completed the project legal records approved by the authorized agencies, had a site clearance without dispute, and fully paid the land lease (or purchasing land). (a) It is the shovel-ready project (b) It is the project under construction with Party B's equity. if choose (a) delete (b) or otherwise Party B uses loan funding to carry out the project and pay off the project's outstanding balance, take back the project ownership documents as the project is mortgaged at ………. bank (if the project is not mortgaged delete the underlined sentence).
2. Party B uses loan funding to supplement capital sources, enhance liquidity, and expand business networks. Notes: Applicable to Party B who is a financial institution such as a commercial bank, insurance enterprise, or securities company that needs loan funding of 50 million USD or more with a maximum loan funding term of 05 years. (if Party B is a financial institution delete Notes)
3. Party B uses loan funding to execute a business merger and acquisition transaction (M&A). The involved parties signed an agreement in principle for the transaction.
Refinancing project:
Party B has operated commercially to generate revenue and mortgaged the project at the bank. Party B uses loan funding to pay off the project's outstanding balance and takes back the project’s ownership documents from this bank.
ARTICLE 5: FEATURES OF LOAN FUNDING
- (a) Loan funding of up to 70% of the new project’s total capital investment of USD 30 million or more. The rest of the 30% is Party B’s equity. if choose (a) delete (b)
- (b) Loan funding of up to 85% of the refinancing project’s total outstanding balance. The rest of the 15% is Party B’s equity. if choose (b) delete (a)
- No requirement for a loan funding guarantee from the Government or banks.
- Party B does not need to mortgage the project for loan funding.
- Party B has full of ownership, operation and management of the project.
- Party B repays loan funding (principal and interest) to the investment fund according to the project’s gradually decreasing balance.
- Party B does not pay any upfront fees.
ARTICLE 6: THE INTEREST RATE, LOAN FUNDING TERM, GRACE PERIOD AND LOAN FUNDING REPAYMENT SCHEDULE
The interest rate, loan funding term, grace period, and loan funding repayment schedule (principal and interest) are specified in the MOU signed between the investment fund and Party B.
ARTICLE 7: LOAN FUNDING SECURITY
Because the project is unused as collateral, Party B and the insurance company designated by the investment fund sign the security contract for the insurance company standouts to secure loan funding for Party B from the investment fund. Party B pays the insurance company the one-time loan funding security fee of 0.25% of the project loan funding when both parties sign the security contract.
ARTICLE 8: RESPONSIBILITIES OF PARTY A
8.1. Party A is the sole and exclusive representative in countries designated by the investment fund to evaluate the project’s feasibility, coordinate and supervise the investment fund’s loan funding.
8.2. Party A, on behalf of the investment fund, the insurance company and related organizations, delivers agreements, contracts, and necessary documents and files to Party B.
8.3. Party A consults and helps Party B to complete loan funding process.
8.4. Party A actively supports Party B in receiving loan funding from the investment fund.
ARTICLE 9: RESPONSIBILITIES OF PARTY B
Party B refers to the attached INFORMATION document and provides all copies of the project legal records approved by the authorized agencies according to the requirements below for Party A to evaluate the project’s feasibility.
These copies are in English and certified (no need for certification of requirements 9.6., 9.7., 9.8., 9.9., and 9.10.) by a notary public or administrative agency including:
9.1. Company’s registration certificate or Certificate of incorporation.
9.2. Company’s charter or Articles of incorporation.
9.3. Decision on approval of the project investment policy or Investment registration certificate. if Party B is a financial institution deletẹ 9.3.
9.4. A copy of a valid passport or identity card of the legal representative (Chairman or CEO) if it is a private enterprise or a one-member limited liability company (certify only if using a passport copy having the English language). if choose 9.4 delete 9.5.
9.5. Copies of valid passports or identity cards of the legal representative (Chairman or CEO) and each board member if it is a joint name partnership, joint venture partnership, general partnership, multi-member limited liability company, joint-stock company or corporation (certify only if using passport copies having the English language). if choose 9.5 delete 9.4.
9.6. Prepare letter of the project loan funding request. Party A provides this letter template.
9.7. Fill out the project loan funding application. Party A provides this form.
9.8. Project summary in 02 pages: Half of the first page introduces the company overview. The remaining is the project brief with the project coordinates to view the outline from a distance.
9.9. Loan funding withdrawal plan and loan funding repayment plan.
9.10. A five-year business plan for the project.
9.11. The company's financial statements in the last three years have been audited (or reviewed) to international standards by an international auditor with branches in the country like Ernst & Young, PricewaterhouseCoopers, KPMG, and Deloitte.
9.12. The refinancing project’s financial statements in the last three years (or from the commercial operation date to the latest year) have been audited (or reviewed) by an international auditor. if this is a new project delete 9.12.
9.13. Signed loan agreement(s) between Party B and the bank(s) in Party B's country and abroad. if no loan agreement delete 9.13.
9.14. Signed bond agreement(s) between Party B and the bondholder(s) in the Party B’s country and abroad. if no bond agreement delete 9.14.
9.15. A written letter from the tax department confirming whether Party B has overdue taxes.
9.16. Bank documents confirming whether Party B has overdue debts (Party B can visit a government-relevant agency's website for information on 9.16).
9.17. A written letter from the bank to confirm Party B’s equity (a) of a minimum of 30% of the new project's total capital investment (b) of a minimum of 15% of the refinancing project's outstanding balance. if choose (a) delete (b) or otherwise This amount stays in a bank account until Party A notifies Party B of the approval or refusal of the loan funding.
9.18. Opening of the project account at one of the global banks.
Due to international transactions in USD, Party B opens the project account at one of the global banks with branches in the project owner’s country like Standard Chartered Bank, HSBC, and Citibank (hereinafter referred to as the project bank) to deposit Party B’s equity, receive loan funding, and perform banking transactions and services related to this account. The bank provides an application for the opening of the project account.
ARTICLE 10: PROJECT APPROVAL PROCESS
10.1. Within 30 working days from the Agreement signing date, Party A notifies Party B of the approval or refusal of the loan funding.
10.2. Within 10 working days from the approved notification date:
- The insurance company and Party B sign the security contract specifying the responsibilities and rights of each party. The insurance company provides this contract template.
- The investment fund and Party B sign the Memorandum of Understanding (MOU) specifying the responsibilities and rights of each party. The investment fund provides this MOU template.
- Party B registers the foreign loan funding with the Government's relevant authority after MOU is signed. if registration is not required delete this requirement
ARTICLE 11: TRANSFER OF LOAN FUNDING
11.1. Within 10 working days from the dates of the security contract, MOU, and the registration of foreign loan funding with the Government's relevant authority (if required) come into effect, the investment fund bank transfers the loan funding in USD to the project bank.
11.2. If the project (new or refinancing) has been mortgaged at the bank, Party B authorizes the project bank to automatically pay off the outstanding balance and take back the project ownership documents from this bank. if the project is not mortgaged delete 11.2.
ARTICLE 12: LOAN FUNDING FEE
12.1. Party B is committed to paying Party A in USD the one-time loan funding fee of .......... (in words) equivalent to 4% of the project’s total loan funding.
12.2. Party A receives the loan funding fee when the investment fund and Party B sign the MOU. This fee is paid by deducting from the first tranche of the project's total loan funding disbursed by the project bank to Party B, regardless of whether the project’s total loan funding is transferred to Party B in a lump sum or is drawn down by Party B in installments.
12.3. Party A and Party B authorize the project bank to automatically transfer the loan funding fee from the project account to the account at the bank designated by Party A.
ARTICLE 13: VIOLATION OF AGREEMENT
When one Party violates one or more of the provisions of the Agreement for the first time, the other Party shall express opinions in the spirit of cooperation and friendship so that the Parties can negotiate to resolve this matter.
Within 10 working days from the first date of the negotiation process if:
13.1. The negotiation is successful, the Agreement is to be re-enforceable specified in an addendum signed by the Parties.
13.2. The negotiation was unsuccessful, the aggrieved Party has the right to unilaterally terminate the Agreement before the expiry date in writing (attached with detailed and credible evidence) to notify the other Party.
ARTICLE 14: SETTLEMENT OF VIOLATIONS
Within 30 working days from the Agreement termination date per Clause 13.2. Article 13, either Party has the right to bring the breach of the Agreement to settle at The Singapore International Arbitration Council (SIAC). The Arbitrator's decisions are the final and binding legal judgment that the Parties must abide by.
ARTICLE 15: TERMINATION OF AGREEMENT
The Agreement is terminated in the following cases:
15.1. Subject to Clause 13.2. Article 13.
15.2. One month before the Agreement’s expiry date, if one Party delivers to the other Party a written notice of discontinued cooperation, the Agreement shall be terminated on the last day of the term of one year.
15.3. The Agreement termination is in effect from the date Party A notifies Party B of the refusal of the loan funding.
ARTICLE 16: GENERAL PROVISIONS
16.1. Party A and Party B agree to provide complete, accurate, and updated information related to the project to the other Party. The Parties are committed to keeping the information confidential, neither Party may disclose or provide part or all of the information on agreements, contracts, addenda being negotiated or signed, files, documents, designs, data, images, video, and texts related to the project in the form of paper or electronic communication via computer, phone, and other communication media to a third party are individual(s) or organization(s) in the country and abroad of Party A and Party B without the written consent of the other Party.
16.2. The Parties agree that members of the Board of Directors and the Management Committee, project appraiser, legal counsel, and accountant of each Party and the third party like lawyers, accountants, and financial institutions in Parties’ countries and abroad that have signed a specialized consulting contract to assist each Party have the right to access information related to the project and are responsible for information confidentiality under Clause 16.1.
16.3. If the representative of either Party is no longer capable of implementing the Agreement, the authorized successor will continue to enforce the Agreement's provisions fully.
16.4. If either Party changes its personal status, legal entity, or the representative; disbands or transfers its business operation to a third party; shall promptly notify in writing the other Party to resolve the matter under the applicable laws of the changed Party's country.
16.5. Each provision of the Agreement is separate and remains in full effect from the other provisions and, should any provision at any time become invalid, illegal or unenforceable for any reason, such provision shall be deemed not to constitute the Agreement, but the validity, legality or enforceability of the remainder of the Agreement shall remain unaffected or impaired. The Parties agree that all provisions of the Agreement will have and always be effective and enforceable to the fullest extent permitted by laws in Party A’s and Party B’s countries.
16.6. Party B is committed not to contacting the investment fund and providing any information related to the investment fund directly or indirectly and in any form or through the third party are individual(s) or organization(s) in the country and abroad of Party B including individual(s) and organization(s) mentioned under Clause 16.2. without the written consent of Party A, regardless of whether Party B is approved or refused the loan funding, the Agreement is in effect or not, expired under Article 3, terminated under Article 15, or for any other reasons that the Agreement is unenforceable.
16.7. Whenever the investment fund and Party B sign the MOU, regardless of whether the Agreement is in effect or not, expired under Article 3, terminated under Article 15, or for any other reasons that the Agreement is unenforceable, Article 12 remains valid indefinitely until Party B makes full payment and Party A receives full loan funding fee.
16.8. All amendments to the Agreement must be specified in the addendum signed by the Parties to be legal validity and an integral part of the Agreement.
The Agreement shall be in full effect upon being signed (and stamp if needed) by the representatives of the Parties. The Agreement is made in duplicate, one copy for each Party and each copy bearing the same legal effect. The Parties agree that the transmission and receipt of the Agreement in the form of fax or electronic mail (email) will retain the same validity as the original document form.
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Representative of Party B
(Full name) (sign & stamp) |
Representative of Party B
(Full name) (sign & stamp) |