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(DATE)
This is to certify that Saudi company city Saudi Arabia, has appointed AMERICAN
BUSINESS CONNECTIONS, INC. (ABC, INC.), 5203 Leesburg pike, suite 1207,
Falls church, VA. 22041 as the exclusive representative through which all business
contacts and negotiations in the United States of America with American Company
must be coordinated.
AMERICAN BUSINESS CONNECTIONS, INC. is hereby authorized to initiate
contact on behalf of Saudi company for establishing mutual business interests aimed
at marketing American company's products and services in the Kingdom of Saudi
Arabia.
This authorization is valid for one year from the date of this letter.
Best regards,
Authorized Executive
(Saudi Company)
Company's Seal
CONSULTANT AGREEMENT
THIS AGREEMENT IS MADE BETWEEN HUMOUD IBRAHIM AL- Zaib sons
company Ltd. (principal), whose address is P.O.BOX 6407, Riyadh 11431, Saudi
Arabia, American Business connections, Inc. (consultant), 5203 Leesburg Pike, Suit
1207, Falls Church, VA 22041.
The principal wishes to accept the opportunity presented by the consultant, which
entails establishing a business relationship between principal and Kmart Corporation
to open Kmart retail stores in Saudi Arabia. Also, the principal wishes to hire the
consultant to perform tasks outlined in schedule a in the manner and on the terms set
out below.
1. This agreement shall take effect on the first day of January in the year 1993.
2. This agreement shall continue for a minimum period of six automatically
renewed on a month to month basis until the principal executes an agreement
with Kmart corporation. This agreement can be terminated by either party by
giving the other a written notice thirty days prior to termination date.
3. The consultant shall furnish to the principal over the period of this agreement
consultative services as stipulated in schedule A. If additional tasks are
required by the principal from the consultant, written amendment to this has to
be signed by both partied before the tasks are to be performed by the
consultant.
4. The principal shall be responsible for performing required market analysis and
freasibility studies, obtaining appropriate licenses, satisfying all government
requirements and obtaining required visas.
5. The principal and consultant agree to sigh the NON-CIRCUMVENTION and
NON-DISCLOSURE agreement attached, which shall be part be part of this
agreement.
6. The consltant assumes no liability for nor warrants the principal's the
manufacturers or Kmart corporation product's service's.
7. In consideration of the performance by the consultant of his obligation under
this agreement the consultant shall be paid by the principal:
a. A monthly representation and service frr of 1.000.00 (one thousand
dollars) to be paid in advance on the first day of each month.
b. A success fee 50.000.00 ( fifty thousand dollars). The success fee is
due no later than seven days from the date the principal signs an
agreement with Kmart corporation.
c. The consultant shall be paid by the principal reasonable traveling
and other business expenses incurred by him in the performance of
his duties under this agreement' provided prior written approval of
the principal has been obtained.
Each individual executing this agreement on Behalf of a party hereto
represents and warrants that he has been fully empowered to execute this
agreement and that all necessary action to authorize the execution of this
agreement has been taken.
Signature Date:
Name: Tiltle:
(Corporate seal)
Signature Date:
Name: Tiltle:
SCHEDULE A
This schedule is hereby made a part of agreement between Humoud
Ibrahim Al- Zaib sons company Ltd. Principal and American business
connections, Inc. consultant dated .
MUTUAL NON-CIRCUMVENTION
AND
NON-DISCLOSURE AGREEMENT
ARTICLE 2, DURATION:
This agreement is effectiveas of December 1,1992, and shall remain in force
for a period of two 2 years form the effective date.
ARTICLE 3, DURATIOM:
The parties agree that in the event of any breach of this agreement the actual
damages would be very difficult to measure. Accordingly, the parties agree that in the
event if a claims being established the breaching party shall pay to the other full value
of commission and or fees earned and or owed to the breached party's under the
transaction's encompassed by the established claim's.
ARTICLE 4, CONFIDENTIALITY:
The parties agree to keep completely confidential the names of any contact's
introduced by and to any of the named parties or their associates. These identities
shall remain confidential during the applicable transaction's and for the duration of
this agreement. The confidential information shall include any telephone numbers fax
number's telex numbers address, etc.
ARTICLE 5, CLAIMS OF DAMAGES:
If the parties cannot amicably settle any claim of controversy arising from or
relating to this agreement it is agreed that the venue for any disputes shall be within
the states of verginia and brought before a federal tribunal that claims jurisdiction in
these matters. Only the Uniformed commercial code U.C.C and court decisions will
be recognized. It is also agreed that if the court finds substance in the claim, the
breaching party shall be responsible for any awards of damages by the court as well as
all attorney fees and other legal costs.
ARTICLE 6,
The parties agree that if furure transactions of any kind are consummated by
or between any parties and contacts as result of the introductions and divulgence of
contacts the introducing party's is entitled to all commissions due as if the introducing
party were an active participant. This covers commissions on any roll-overs additions
extensions, etc.
ARTICLE 7:
This agreement shall be binding to all the parties the representatives agents
successors assigniess associates partners and groups etc.
ARTICLE 8:
The parties agree that this agreement may be executed in one or more counterparts
each of which shall be named original. The parties shall acknowledge the receipt of a
copy of this agreement by placing their signature where indicated below and initialing
all other pages. Facsimiles shall be accepted as originals.
This agreement shall be binding upon the party's and upon any member of their
groups as long as any information of the nature and type covered by this agreement
has been directly or indirectly disclosed to that member. By affixing their signatures
below the named parties agree that information will only by disclosed to their group
members when necessary and this agreement becomes automatically binding on that
member at the time of disclosure.
Signature Date:
Name: Title:
(Corporate seal)
Name: Title:
(Corporate seal)
Signature Date:
Name: Title:
(Corporate seal)