Official Escrow Services www.officialescrowservices.com Christchurch, New Zealand SERVICES contract for Buyer / Seller Feel free to copy and paste onto Buyer/Seller Letterhead  when using our services. Copyright 2009

Oils, Gold Bullion / Gold Dust, Rough / Cut & Polished Diamonds, Cement, Sugar, Steel, Base Metals, this service is suitable for any high value transaction needing controlled disclosure of information.  We do not perform due diligence either on the buyer or the seller, this is the responsibility of the buyer and the seller, we control the flow and release of information as a secure transactional intermediary documentation service,

WHEREAS the undersigned wish to enter into this Agreement to define certain parameters of the future legal obligations, are bound by a duty of Confidentiality with respect to their sources and contacts.

WHEREAS the undersigned desire to enter a working business relationship to the mutual and common benefit of the parties hereto, including their affiliates, subsidiaries, stockholders, partners, co-ventures, trading partners, and other associated organizations (hereinafter referred to as “Affiliates”).

NOW THEREFORE in consideration of the mutual promises, assertions and covenants herein and other good and valuable considerations, the receipts of which is acknowledged hereby, the parties hereby agree as follows:

1.  TERMS AND CONDITIONS

A. The parties will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source and,

B. The parties will maintain complete confidentiality regarding each other business sources and/or their Affiliates and will disclose such business sources only to the named parties pursuant to the express written terms of this agreement duly signed by the party who made available the source, and

C. That they will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected.

D. That they will not disclose names, addresses, e-mail address, telephone and telefax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party and

E.      That they further undertake not to enter into business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by one of the Parties to this agreement, unless written permission has been obtained from the other party (ies) to do so. For the sake of this agreement, it does not matter whether information obtained from a natural or a legal person. 

F.      The parties also undertake not to make use of a third party to circumvent this clause.

G. That in the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

H. All considerations, benefits, bonuses, participation fees and/or commissions received as a result of the contributions of the parties in the Agreement, relating to any and all transactions will be allocated as mutually agreed.

I. This Agreement is valid for any and all transaction between the parties herein and shall be governed by the enforceable law in All Commonwealth Country’s, European Union Country’s, Gulf States , Asian Countries, USA Courts, orunder Swiss Law in Zurich, in the event of dispute, the arbitration laws of Switzerland will apply.

J. The signing parties hereby accept such selected jurisdiction as the exclusive venue. The duration of the Agreement shall perpetuate for five (5) years from last date of signing.

The Official Escrow Services will only disclose information as agreed to and in the manner expressed in this agreement below and signed by the parties to this agreement.

A.      The Official Escrow Service will not disclose any information supplied by any Buyer until such time as an unsantitized Full Corporater Offer (hereafter referred to as "FCO"), is receive from the Seller.

B.      The Official Escrow Service will not release any Seller information to the Buyer until such time as the Buyer forwards to the Official Escrow Service a duly completed Letter Of Intent (hereafter referred to as "LOI") containing all of the buyer Contact and Banking information on Buyer Letterhead addressed to the End Seller.

B.      The Official Escrow Service will only provide to a Seller that has provided an unsanitized "FCO" the name and address of the Buyer wishing to buy the seller's commodity for the sole purpose of preparing and forwarding a full "FCO" addressed to the Buyer and including the full contact and banking details of the seller and only at a time where the Official Escrow Service is in possession of an "LOI" on Buyer's Letterhead containing the Buyer's full contact and Banking information.

C.      The Official Escrow Service will simultaneuously release to both Buyer and Seller the following documents:

          i) Full "FCO" issued by the seller and addressed to the buyer.
          ii) Full "LOI" issued by the Buyer and addressed to the End Seller - note this document can be 
             readdressed by the buyer on the request of the Seller to the Sellers company Name.

3. OFFICIAL ESCROW SERVICES COST TO BUYER

A.      The Official Escrow Service charges a fee of 0.5% of the Purchase Price of the Commodity directly to the buyer of the commodity payable immediately on each and every transaction. We will expect our fee agreement to be signed by the Buyer prior to any disclosure of any information described in section 2. above. 

B.      The Buyer and Seller agree to deducting this cost from the total commission payable on the commodity transaction.

C.      Where no commission is payable the Buyer agrees to pay this cost over and above the cost of the Commodity being purchased.

4. TRANSACTION DETAILS

5. DOCUMENTATION RELEASE CATEGORIES
A. Soft Offers, Sanitized FCO's, Manifests - General Release
B. LOI, FCO, Kimberley Certificates, Invoices, Commodity History/Orgin Certificates, SKR's, POP(i.e. SGS.Tank Receipts), Allocations Numbers, Refinery Numbers etc - Controlled Release
C. Fee Pay Agreements - Controlled Release Unless Double Form Format requested by Buyer in which case these documents will be released to master paymaster.

6. AGREEMENT TO TERMS

A. Signatures on this Agreement received by the way of Facsimile, Mail  and / or E-mail shall be an executed contract. Agreement enforceable and admissiblefor all purposes as may be necessary under the terms of the Agreement.

B. All signatories hereto acknowledge that they have read the foregoing Agreement and by their initials and signature that they have full and complete authority to execute the document for and in the name of the party for which they have given their signature.

7. ACCEPTED AND AGREED WITHOUT CHANGE

EDT ( Electronic document transmissions )
 

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any provisions of this Contract. As applicable, this agreement shall be:-

1.  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) and

2.  ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva , May 2000) adopted by the United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT).

3.  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.

Email to office@officialescrowservices.com