PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
This PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT OF THE TRANSFERS FOR EDIBLE OIL
REFINERYPROJECTINVESTMENTSVIASWIFT.COMMT-103 CASH TRANSFERS. Transitions No:
/XXX/CASH TRANSFER/XXX/XXXX2021
(hereinafter, referred to, as “the Agreement”) is entered on the date of 2021-12-16 by and between the
following parties:
The PARTY A - the INVESTOR:
COMPANY NAME: PARALLAX CONSULTING LTD
COMPANY ADDRESS: 870 BRADFORD STREET, WINNIPEG,MANITOBA, CANADA R3H 0N5
COMPANY REG. №: 10009740
REPRESENTED BY / TITLE MR. JOSE LUIS VARON ARANDA/ CEO
PASSPORT NUMBER: PAL301797
DATE OF ISSUE: 31.07.2020
DATE OF EXPIRY: 31.07.2030
COUNTRY OF ISSUE SPAIN
BANK NAME DEUTSCHE BANK PRIVAT-UND GESCHAFTSKUNDEN AG
BANK ADDRESS KAISERSTRASSE 90, D-76133 KARLSRUHE, GERMANY
SWIFT CODE DEUTDEFFXXX
ACCOUNT NAME PARALLAX CONSULTING LTD
ACCOUNT NUMBER DE51660700240097750400
BANK OFFICER MICHAEL LY
BANK OFFICER - EMAIL [email protected]
(Hereinafter referred to as the “Party A” or the “INVESTOR”) And
The PARTY-B - the MANAGER:
COMPANY NAME: ERA FINANCES REAL ESTATE INVESTMENTS GMBH
COMPANY ADDRESS: GESCHAFTSANSCHRIFT，HAHNSTSTRASE 68-70,
60528，FRANKFURT, GERMANY
COMPANY REG. №: HRB-117761
REPRESENTED BY / TITLE Mr. Abdel Rani ETTAOUKI/CEO
NATIONALITY FRENCH
PASSPORT NUMBER: 19FD48330
DATE OF ISSUE: 29-10-2019
DATE OF EXPIRY: 28-10-2029
DATE OF BIRTH 28-05-1981
BANK NAME DEUTSCHE BANK AG
BANK ADDRESS TAUNUSANLAGE 12, 60262, FRANKFURT AM MAIN, GERMANY
SWIFT CODE DEUTDEDBFRA
ACCOUNT NAME ERA FINANCES REAL ESTATE INVESTMENTS GMBH
ACCOUNT NUMBER DE64 5007 0024 0663 5023 00/240663502300
BANK OFFICER: Stuart Lewis
BANK PHONE: +49 69910 10000
BANK OFFICER EMAIL [email protected]
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
(Hereinafter referred to as the “Party B” or the “MANAGER”)
Party B has the capacity and will strictly abide by all Banking Laws and Regulations, set through compliance
and due diligence requirements for all International Banking / Business / Commodity transactions worldwide.
Party B has the ability to accept deposits / funds from around the World, Party B has the ability to accept /
conclude International / Global Business Transactions through MT103).
PARTY B will manage all the payment instructions of Party A (the investor).
WHEREAS: The Party- B is ready and able to receive this Pay Order as a joint venture investment for all parties
herein for the execution of various infrastructure development projects, & Part- B is ready willing and able to
receive said CASH TRANSFERS up to €2,000,000,000,000.00 (TWO TRILLION EUROS ONLY)in agreed tranches
with rollover and extension via SWIFT.COM MT-103 CASH TRANSFERS from Party-A, these funds will be
invested/disbursed by Party-B as per PAYOUT LIST instructions.
WHEREAS: The Party-A represents and warrants, with full corporate and legal responsibility, that he has
permission to enter into this Joint Venture Investment Agreement, as well as declares under penalty of perjury
that the funds as per Party A bank statement hereby noted as Annex are good, clean, clear, and free of non-
criminal origin, are free and clear of all liens, encumbrances and third parties’ interests.
WHEREAS: The Party-B is ready will and able to Receive € 2,000,000,000,000.00 (TWO TRILLION EUROS
ONLY)in agreed tranches by way of Cash Transfer via SWIFT.COM MT-103 CASH TRANSFER , which will be
disbursed in accordance with Project requirements and with the PAYOUT LIST instructions .
BI. DESCRIPTION OFTRANSACTION
1. Sender’s Instrument : MT103 SWIFT CASH TRANSFERS
2. Total Face Value €2,000,000,000,000.00 (TWO TRILLION EUROS ONLY)
3. 1st Tranche €100,000,000,000.00 (ONE HUNDRED BILLION EUROS)
4. 2nd Tranche €500,000,000,000.00 (FIVE HUNDRED BILLION EUROS)
5. Subsequent Tranches : Amount to be mutually agreed
6. Remittance by: MT103 SWIFT CASH TRANSFERS
7. Distribution Ratio Allocation by IMFPA.
CASH TRANSFER VIA SWIFT.COM MT-103 CASH TRANSFERS:
PROCEDURE
1. Party-A & Party-B both sign & execute the Joint Venture Investment Agreement.
2. This Investment Agreement, which thereby automatically becomes a full commercial recourse
contract.
3. The Parties will lodge a copy of this executed Agreement into their respective banks for
the compliance, if necessary.
4. Within 2 banking days. Investor will then transfer the CASH via MT103 SWIFT CASH TRANSFER to
Party B’s account.
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
5. Within 7 banking days party-B make the necessary disbursements as per the investment
agreement. (B pays A 5% - 10% of funds first)
MT 103 CASH TRANSFER SWIFT SYSTEM
IMPORTANT NOTE
Note: BO cannot locate anything unless they access Global Swift International from the SWIFT
ROOM of the BENEFICIARIES bank. Again, the funds cannot be downloaded from an external
server that will never work it must be done in the swift room of the bank!
SANCTIONS (NON PERFORMANCE)
After this contract is signed by both Sender and Receiver, and copies exchanged electronically or otherwise by
a delivery service, failure to follow the closing procedure in time and form herein is considered breach of this
contract and puts the failing party in default position to pay a onetime penalty fee of 1% of the contract to the
suffering Party.
UNAUTHORIZED BANK COMMUNICATION
Neither Party is allowed to contact the Bank of the other Party without the authorization of the Party whose
bank is to be contacted.
Any unauthorized calls by any party or its representative agents / brokers / lawyers to probes or
communication in an improper way or ways indicative of direct or indirect solicitation to bank(s) in this
transaction shall be prohibited and result to contract terminated.
NON-SOLICITATION
Receiver hereby confirms and declares that its associates or representatives, or any other person(s) on its
behalf, has/have never been solicited by any party, its shareholders or associates or representatives in any
way whatsoever that can be construed as a solicitation for this future transaction. Any delay in or failure of
performance by either party of their respective obligations under this Agreement shall constitute a breach
here under and will give rise to claims for damages if, and to the extent that such delay(s) or failure(s) in
performance is(are) not caused by event(s) or circumstance beyond the control of such party in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake or other
natural disasters, and any other cause not within the control of such nonperforming party, or which the non-
performing party by exercise of reasonable diligence is unable to foresee or prevent or remedy.
REPRESENTATIONS AND WARRANTIES
(a) Organization. It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with all requisite power and authority to enter into this Agreement, to perform its
obligations here under and to conduct the business of this transaction.
(b) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of such party
enforceable in accordance with its terms.
(c) Consents and Authority. No consents or approvals are required from any of the governmental
authority or other person for it to enter into this Agreement. All actions on the part of such acting
party necessary for the authorization, execution and delivery of this Agreement, and the
consummation of the transactions contemplated hereby by such party, have been duly taken.
(d) No Conflict. The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or assets are bound
or any law, rule, regulation, order or decree to which it or its properties or assets are subject.
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
(e) Receiver. It has been afforded the opportunity to seek and rely upon the advice of its own attorney,
accountant or other professional adviser in connection with the execution of this Agreement. Both Parties
shall do so in respect of each other and under this Agreement written conditions.
MISCELLANEOUS
(a) Notice(s). The two authorized signatories will execute any modifications, amendments, and
addendums or follows on contracts respectively. When signed and referenced to this Agreement, whether
received by mail or facsimile transmission as all and any facsimile or photocopies certified as true copies of
the originals by both Parties hereto shall be considered as an original, both legally binding and enforceable
for the term of this Agreement.
(b) Specific Performance; Other Rights. The Parties recognize that several of the rights granted under
this Agreement are unique and, accordingly, the Parties shall in addition to such other remedies as may be
available to them at law or in equity, have the right to enforce their rights under this Agreement by
actions for injunctive relief and specific performance.
(c) Prior Agreements; Construction; Entire Agreement. This Agreement, including the Exhibits and
other documents referred to herein (which form a part hereof), constitutes the entire agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior agreements and
understandings between them as to such subject matter and all such prior agreements and understandings
are merged herein and shall not survive the execution and delivery hereof. In the event of any conflict
between the provisions of this Agreement and those of any Joint Ventures Agreement, the provisions of the
applicable Joint Venture Agreement shall control.
(d) Amendments. This Agreement may not be amended, altered, or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) Severability. If any provision of this Agreement shall be held or deemed by a final order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shall not have the
effect of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable,
but this Agreement shall be construed as if such invalid, inoperative or unenforceable provision had never
been contained herein so as to give full force and effect to the remaining such terms and provisions.
(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or more such
counterparts have been signed by and delivered to each of the Parties.
(g) Applicable Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the
laws of the Paris. The Parties consent to the exclusive jurisdiction of the Paris shall be preceded with the
according to the principal of the ICC, with any civil action concerning any controversy, dispute or claim
arising out of or relating to this Agreement, or any other agreement contemplated by, or otherwise with
respect to, this Agreement or the breach hereof, unless such court would not have subject matter
jurisdiction thereof, in which event the Parties consent to the jurisdiction of the ICC as above indicated. The
Parties hereby waive and agree not to assert in any litigation concerning this Agreement the doctrine of
forum non-convenient.
(h) Waiver of Jury Trial. The Parties Hereto Hereby Irrevocably and Unconditionally Waive Trial by Jury
In Any Legal Action Or Proceeding Relating To This Agreement And For Any Counter claim There in.
No Rights of Third Parties. This Agreement is made solely and specifically between and for the benefit of the
Parties hereto and their respective members, successors and assigns subject to the express provisions hereof
relating to successors and assigns, and (ii) no other
(i) Person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any
benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
(j) Survival. The covenants contained in this Agreement which, by their terms, require performance
after the expiration or termination of this Agreement shall be enforceable notwithstanding the expiration
or other termination of this Agreement.
(k) Headings. Headings are included solely for convenience of reference and if there is any
conflict between headings and the text of this Agreement, the text shall control.
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
(l) No Broker. Each of Investor and Asset Manager represent and warrant that it has not dealt with any
broker in connection with this Agreement and agrees to indemnify, defend and hold harmless each other
party hereto and its Affiliates from all claims and/or damages as a result of this representation and warranty
being false.
(m) Currency. Any exchange of funds between Sender and Receiver shall be made in the same currency
in which the Sender transferred the investment fund. In addition, all calculations pursuant to this
Agreement and any Joint Venture Agreement shall be based on ICC regulations in Paris.
ARBITRATION
(a) All disputes and questions whatsoever which arises between the Parties to this Agreement and
touching on this Agreement on the construction or application there of or any account cost, liability
to be made here under or as to any actor way relating to this Agreement shall be settled by the
arbitration in accordance with the arbitration laws of the ICC, Paris, France.
(b) Everyattemptshallbemadetoresolvedisputesarisingfromunintendedorinadvertentviolationofthis
contractual Agreement as far as possible amicably. In the event that adjudication is required local legal
process shall be preceded with according to the principal of the ICC as above indicated. Where judicial
resolution is not there by achieved, this matter shall be settled by the ICC itself and the decision of
which all Parties shall consider to be final and binding. No State court of any nation shall have subject
matter jurisdiction over matters arising under this Agreement.
(c) 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.
(d) This Agreement will be governed by and construed in accordance with the laws of United Kingdom.
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
and costs.
(e) All Communications will take place on the account to account only. No exceptions, e-mail,
attachments of this document, when duly executed are to be considered originals and binding documents.
(f) This Agreement once executed by both Parties will become effective as of the date first written
above. Any official notice(s) exchanged by the Parties hereto, shall be sent to the first mentioned address(s)
herein or as may be attached by addenda hereto. A facsimile or electronically transferred copy of this
Agreement, duly signed by both Parties, shall be deemed original.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals upon this
Agreement as of this date of December 17, 2021
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
AGREED AND ACCEPTED:
“ Party A” “Party B”:
For and on behalf of the Party A -the Investor: For and on behalf of the Party B -the Manager:
Company name: PARALLAX CONSULTING LTD Company name: ERA FINANCES REAL ESTATE
INVESTMENTS GMBH
Authorized Signatory Authorized Signatory
Name : MR.JOSE LUIS VARON Name : Mr. Abdel Rani
ARANDA ETTAOUKI
Title : CEO Title : CEO
Passport N : PAL301797 Passport N : 19FD48330
Issued Date : 31.07.2020 Issued Date : 29-10-2019
Expiry Date : 31.07.2030 Expiry Date : 28-10-2029
Country of Issue : SPAIN Country of Issue : FRANCE
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
PASSPORT COPY OF THE PARTY-A
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
CERTIFICATE OF INCORPORATION OF THE PARTY A
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
PASSPORT COPY OF THE PARTY-B
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
CERTIFICATE OF INCORPORATION OF THE PARTY B
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions
of this Contract, and as applicable, this Agreement shall incorporate:
U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such other
applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the United Nations
Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
EDT documents shall be subject to European Community Directive No.95/46/EEC, as applicable. Either
Party may request hard copy of any document that has been previously transmitted by electronic means
provided however, that any such request shall in no manner delay the Parties from performing their
respective obligations and duties under EDT instruments.
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PartyA”: “PartyB”:
PARTNERSHIP AGREEMENT ON INVESTMENTS MANAGEMENT
(ALL TRANSFERS DONE VIA SWIFT.COM MT-103 CASH TRANSFERS)
Issue Sample
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PartyA”: “PartyB”:
