1-ca-confidential-bg-sblc-leasing-easy-access-flyer

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CONFIDENTIAL
BANK GUARANTEE AND SBLC LEASING TRANSACTION
Face amount of USD 10 million and any transactions of
less than USD/EUR 250 million

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STRICTLY CONFIDENTIAL
Leasing transaction of USD 10M and less than USD/EUR 250 million at 6%+2%.
Application Process and Procedures page 3
Description of your Instrument page 4
Procedure to lease an instrument page 4
The Application page 5
Specimen Contract page 8

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Application and Procedures For all transactions from USD/EUR 10 million
Application Processing Fees USD/EUR 5,000 applicable only
if your bankis not aware of your transaction
SWIFT and bank transmission fees
6% Leasing fees and 2% Commission for brokers
Is your Bank aware of your transction?
YES NO
Your Application has to include:
Completed application questioner with passport
copy and certificate of incorporation
Your Application hast to include:
Completed application questioner with
passport copy and certificate of incorporation
Beneficiary/Client bank has to confirm that the SWIFT
and bank arrangement fees have been blocked for 10
banking days.
Client’s agreement to pay USD/EUR 5,000 for
transaction processing fees and your request for
invoice followed by client’s payment.
Contracts are issued
Contracts are signed by Beneficiary/Client
Contracts are counter signed by Provider
Provider Invoice and Refund Undertaking for
SWIFT & bank arrangement fees sent to client
Beneficiary/Client pays SWIFT and bank arrangement
fees as to Provider Instructions
Delivery of the Bank Guarantee / SBLC via SWIFT
MT799/MT760 to Beneficiary/Client bank
You deduct
the already
paid SWIFT
and bank
arrangement
fees
6%
You pay the leasing fees of 6% to
the provider within 7 banking
days after the bank instrument
has been transmitted to your
receiving bank!
2%
You pay the agreed Broker
Fees of 2%
You deduct the
already paid
transaction
processing fee of
USD/EUR 5,000
from your total
commission
payment.
Your total costs of leasing a Bank Guarantee / Standby Letter of Credit for one year 8% (= 6+2) paid within 7 banking days
Provider blocks cash funds or assets for client’s
transaction and applies for delivery to client’s bank
6% Leasing Fee 2% Broker Commission

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DESCRIPTION OF INSTRUMENT:
1. INSTRUMENT : BANK GUARANTEE (BG)/SBLC
2. TOTAL FACE VALUE : USD/EUR 10 M OR MORE
3. ISSUING BANK : HSBC LONDON, BARCLAYS BANK OR AA RATED
BANK IN WESTERN EUROPE OR THE USA.
4. TERM : ONE YEAR, ONE MONTH
5. LEASING PRICE : 6% OF FACE VALUE PLUS 1% LESSOR AGENTS &
1% LESSEE AGENTS
6. DELIVERY : SWIFT TO SWIFT
7. PAYMENT : DIRECT WIRE TRANSFER / SWIFTMT103
8. HARD COPY : BONDED COURIER WITHIN 7 BANKING DAYS.
9. VERBIAGE : BENEFICIARY CLIENT’S BANK APPROVED
VERBIAGE
PROCEDURE:
1. LESSOR AND LESSEE EXECUTE, SIGN AND INITIATE THE DEED OF
AGREEMENT, WHICH THEREBY AUTOMATICALLY BECOMES A FULL
COMMERCIAL RECOURSE CONTRACT.
2. WITHIN THREE (3) BANKING DAYS OF BOTH PARTIES SIGNING THE
AGREEMENT, THE LESSOR WILL ISSUE A SIGNED AND SEALED CORPORATE
REFUND RECOURSE UNDERTAKING TO THE LESSEE GUARANTEEING TO
REFUND TO THE LESSEE ALL COSTS INCURRED BY THE LESSEE FOR THE
BANK TRANSMISSION CHARGES.
3. WITHIN THREE (3) BANKING DAYS AFTER LESSEE RECEIVES LESSOR'S
SIGNED AND SEALED CORPORATE REFUND RECOURSE UNDERTAKING,
LESSEE WILL MAKE PAYMENT BY WIRE TRANSFER INTO THE LESSOR'S
BANK ACCOUNT FOR THE BANK TRANSMISSION CHARGES FOR THE
BG/SBLC MT760 SWIFT TRANSMISSION TO LESSEE'S BANK ACCOUNT.
4. WITHIN THREE (3) BANKING DAYS AFTER CONFIRMATION OF RECEIPT OF
PAYMENT OF THE BANK TRANSMISSION CHARGES FOR THE BG/SBLC MT760
SWIFT IN LESSOR'S BANK ACCOUNT, THE LESSOR WILL DELIVER THE
BG/SBLC VIA BANK CONFIRMATION OF SWIFT BG/SBLC SWIFTMT799/MT760
TO THE LESSEE'S BANKERS INCLUDING THE HARD COPY OF THE BG/SBLC
VIA BANK BONDED COURIER IN SEVEN (7) BANKING DAYS.
5. LESSEE PAYS LESSOR THE LEASING FEE AND THE BROKERS THEIR
COMMISSION FEES NOT LATER THAN 7 BANKING DAYS AFTER THE BG/SBLC
HARD COPY IS RECEIVED AND CONFIRMED AT LESSEE'S BANK. SHOULD
LESSEE DEFAULT TO PAY THE LEASING FEES TO THE LESSOR AND THE
BROKERS COMMISSION FEES AS AGREED AFTER 7 BANKING DAYS OF
CONFIRMATION OF BG/SBLC MT760 IN LESSEE'S BANK ACCOUNT, LESSOR
WILL INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE BG/SBLC
THEREBY FORCING THE LESSEE'S BANKERS TO RETURN THE BG/SBLC
MT760 TO THE ISSUING BANK.

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THE APPLICATION
Leasing transaction of less than USD 250 million at 6% + 2%.
There are options for you to start your leasing transaction of less than USD 250 million. Your
bank is informed about your transaction and confirms the reservation of the SWIFT and bank
arrangement fees in your account, or your bank is not aware of your plans to lease a bank
instrument for credit enhancement.
The following SWIFT and bank arrangement fees will have to be placed directly with the
provider and paid into an account as nominated by the provider after executed contracts
and before the SWIFT MT799/760 is sent to your receiving bank.
Face Value of Transaction SWIFT and bank arrangement fees*
USD/EURO 10M TO 49M USD/EURO 50,000.00
* SWIFT and bank arrangement fees have to be placed directly with the provider into his
nominated account. The fees are refundable once the client followed through with payment
of the yearly leasing fees
If your funding bank is aware of your leasing transaction
In that event, we require:
(1) your RWA letter and duly filled in Application
(2) a colour copy of your passport
(3) a copy of your certificate of incorporation
(4.0) a Bank Confirmation Letter along these lines, addressed to yourself:
“Dear Mr. or Mrs XXX,
As instructed by yourself, we have blocked a sum of USD XXXXX (* SWIFT and bank
arrangement fees) in your account with us for the next 10 banking days.
These funds are reserved and will be sent to the provider of the bank guarantee instrument
against an invoice and a corporate refund undertaking. We understand that this sum is
required to cover your providers SWIFT and bank arrangement fees to issue and send a bank
guarantee instrument via SWIFT MR799/MT760 to your benefit to our bank.
We further confirm, upon receipt of the bank guarantee instrument issued by a top
international bank, we are ready to fund your project / business / investment / transaction
up to a total sum of up to USD/EUR XXXX.
Signed by Bank Officer in charge of your account.”
Contracts will be issued upon receipt of the Application.

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If your funding bank is not aware of your leasing transaction
In case the required bank confirmation is not provided, we will process your application on
the following basis only. We require:
(1) your RWA letter and duly filled in Application
(2) a colour copy of your passport
(3) a copy of your Certificate of Incorporation
(4.1) Your cash payment of the Processing Fees in the amount of USD 5,000.00 to the
account of The Research and Sourcing Limited to cover expenses which occur in processing
your transaction. Upon receipt of your complete application, you will receive an invoice
accordingly. Contracts will be issued upon receipt of the Processing Fees. This sum will be
credited towards your commission payment once you followed through with your
obligations in your transaction.

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DATE : <CONTRACTDATE>
TRANSACTION NUMBER : <LESSEETRANSACTIONNO>
LESSOR CODE :
TRANSACTION CODE :
DEED OF AGREEMENT
THE LESSOR :
ADDRESS :
COMPANY REG NO :
REPRESENTED BY :
NATIONALITY :
PASSPORT NO :
TELEPHONE NO :
PROVIDER’S EMAIL :
(HEREINAFTER TO THE 'LESSOR' ON ONE PART)
AND
THE LESSEE : <BENEFICIARY/CLIENT/COMPANY>
ADDRESS : <COMPANYADDRESS>
COMPANY REG NO : <COREGNUMBER>
REPRESENTED BY : <CEO>
NATIONALITY : <COUNTRY>
PASSPORT NO : <PASSPORTNUMBER>
TELEPHONE NO : <DIRECTTELEPHONENUMBER>
LESSEE’S EMAIL : <LESSEEEMAIL>
(HEREINAFTER TO THE 'LESSEE' ON THE OTHER PART)
WHEREAS. THE LESSEE DESIRES TO LEASE BANK GUARANTEE (BG/SBLC)
FROM THE LESSOR. LESSEE CONFIRMS WITH FULL CORPORATE AND LEGAL
RESPONSIBILITY THAT FUNDS AVAILABLE TO FULFILL THE REQUIREMENTS
FOR THE LEASE OF THIS INSTRUMENT IS READY AND LESSEE FURTHER
CONFIRM TO COOPERATE WITH THE LESSOR.
WHEREAS. THE LESSOR DESIRES TO LEASE, TRANSFER AND ASSIGN ALL
RIGHTS TITLE AND INTEREST OF THE BG/SBLC AVAILABLE TO IT TO THE
LESSEE. LESSOR REPRESENTS AND WARRANTS THAT IT HAS THE ABILITY
AND RESOURCE TO ARRANGE THROUGH ASSOCIATES, CONTRACTS AND
SOURCES, WITH FULL CORPORATE RESPONSIBILITY, FINANCIAL
INSTRUMENT IN THE TERM OF ASSIGNMENTS TO BE PROVIDED TO LESSEE.
LESSOR HEREBY DECLARES UNDER PENALTY OF PERJURY THAT THE
BG/SBLC WILL BE BACKED BY FUNDS THAT ARE GOOD, CLEAN, CLEAR, AND
FREE OF NON CRIMINAL ORIGIN, THE BG/SBLC WILL BE FREE AND CLEAR
OF ALL LIENS, ENCUMBRANCES AND THIRD PARTY INTERESTS.

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NOW THEREFORE, THE LESSEE HAS AGREED TO LEASE THE BG/SBLC AT
6% OF FACE VALUE FOR THE INSTRUMENT REQUESTED AND LESSOR HAS
AGREED TO ISSUE BG/SBLC FOR LEASE AND BOTH PARTIES HEREBY
AGREE TO THE FOLLOWING:
DESCRIPTION OF INSTRUMENT:
1. INSTRUMENT : BANK GUARANTEE (BG)/SBLC
2. TOTAL FACE VALUE : <AMMOUNT/NUMBERSANDWORDS>
3. ISSUING BANK : HSBC LONDON, BARCLAYS BANK OR AA RATED
BANK IN WESTERN EUROPE OR THE USA.
4. TERM : ONE YEAR, ONE MONTH
5. LEASING PRICE : 6% OF FACE VALUE PLUS 1% LESSOR AGENTS &
1% LESSEE AGENTS
6. DELIVERY : SWIFT TO SWIFT
7. PAYMENT : DIRECT WIRE TRANSFER / SWIFTMT103
8. HARD COPY : BONDED COURIER WITHIN 7 BANKING DAYS.
PROCEDURE:
1. LESSOR AND LESSEE EXECUTE, SIGN AND INITIATE THE DEED OF
AGREEMENT, WHICH THEREBY AUTOMATICALLY BECOMES A FULL
COMMERCIAL RECOURSE CONTRACT.
2. WITHIN THREE (3) BANKING DAYS OF BOTH PARTIES SIGNING THE
AGREEMENT, THE LESSOR WILL ISSUE A SIGNED AND SEALED CORPORATE
REFUND RECOURSE UNDERTAKING TO THE LESSEE GUARANTEEING TO
REFUND TO THE LESSEE ALL COSTS INCURRED BY THE LESSEE FOR THE
BANK TRANSMISSION CHARGES.
3. WITHIN THREE (3) BANKING DAYS AFTER LESSEE RECEIVES LESSOR'S
SIGNED AND SEALED CORPORATE REFUND RECOURSE UNDERTAKING,
LESSEE WILL MAKE PAYMENT BY WIRE TRANSFER INTO THE LESSOR'S
BANK ACCOUNT FOR THE BANK TRANSMISSION CHARGES FOR THE
BG/SBLC MT760 SWIFT TRANSMISSION TO LESSEE'S BANK ACCOUNT.
4. WITHIN THREE (3) BANKING DAYS AFTER CONFIRMATION OF RECEIPT OF
PAYMENT OF THE BANK TRANSMISSION CHARGES FOR THE BG/SBLC MT760
SWIFT IN LESSOR'S BANK ACCOUNT, THE LESSOR WILL DELIVER THE
BG/SBLC VIA BANK CONFIRMATION OF SWIFT BG/SBLC SWIFTMT799/MT760
TO THE LESSEE'S BANKERS INCLUDING THE HARD COPY OF THE BG/SBLC
VIA BANK BONDED COURIER IN SEVEN (7) BANKING DAYS.
5. LESSEE PAYS LESSOR THE LEASING FEE AND THE BROKERS THEIR
COMMISSION FEES NOT LATER THAN 7 BANKING DAYS AFTER THE BG/SBLC
HARD COPY IS RECEIVED AND CONFIRMED AT LESSEE'S BANK. SHOULD
LESSEE DEFAULT TO PAY THE LEASING FEES TO THE LESSOR AND THE
BROKERS COMMISSION FEES AS AGREED AFTER 7 BANKING DAYS OF
CONFIRMATION OF BG/SBLC MT760 IN LESSEE'S BANK ACCOUNT, LESSOR

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WILL INSTRUCT THE ISSUING BANK TO PUT A CLAIM ON THE BG/SBLC
THEREBY FORCING THE LESSEE'S BANKERS TO RETURN THE BG/SBLC
MT760 TO THE ISSUING BANK.
NON-SOLICITATION
THE LESSEE HEREBY CONFIRMS AND DECLARES THAT THE LESSOR, ITS
ASSOCIATES OR REPRESENTATIVES OR ANY PERSON OR PERSONS ON ITS
BEHALF HAS/HAVE NEVER EVER SOLICITED THE LESSEE, ITS
SHAREHOLDERS OR ASSOCIATES OR REPRESENTATIVES IN ANY WAY
WHATSOEVER THAT CAN BE CONSTRUED AS A SOLICITATION FOR THIS
TRANSACTION OR FOR FUTURE TRANSACTIONS.
FORCE MAJEURE
ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR
RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT THEY SHALL PAY 1%
AS PENALTY.
ANY DELAY IN OR FAILURE OF PERFORMANCE BY EITHER PARTY OF THEIR
RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT
CONSTITUTE A BREACH HEREUNDER OR GIVE RISE TO ANY CLAIMS FOR
DAMAGES IF, AND TO THE EXTENT THAT SUCH DELAYS OR FAILURES IN
PERFORMANCE ARE CAUSED BY EVENTS OR CIRCUMSTANCE BEYOND THE
CONTROL OF SUCH PARTY.
THE TERM “BEYOND THE CONTROL OF SUCH PARTY “INCLUDE LAWFUL
ORDER OF GOVERNMENT OR AUTHORITY, ACT OF WAR, REBELLION OR
SABOTAGE, FIRE, FLOOD, EARTHQUAKE 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 OR PREVENT OR REMEDY.
ARBITRATION
ALL DISPUTES AND QUESTIONS WHATSOEVER WHICH ARISES BETWEEN
THE PARTIES TO THIS AGREEMENT AND TOUCHING ON THIS AGREEMENT
ON THE CONSTRUCTION OR 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 LAWS OF THE ICC.
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

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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 IT ENFORCE ANY OF THE
TERMS OF THIS AGREEMENT THE PREVAILING PARTY SHALL BE ENTITLES
TO RECOVER REASONABLY ATTORNEY FEES AND COSTS.
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 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
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, GENEVA, MAY
2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION
AND ELECTRONIC BUSINESS (UN/CEFACT). 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.
AGREEMENT SIGNED IN COUNTERPARTS
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH, TAKEN
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
SALVATORY CLAUSE
SHOULD ANY PART OF THIS AGREEMENT BE INVALID FOR ANY REASON, IT
IS TO BE REPLACED WITH A CORRESPONDING TEXT, WHICH IS VALID AND
EQUIVALENT TO THE INTENDED MEANING. THE REST OF THE AGREEMENT
SHALL REMAIN UNAFFECTED AND VALID.
FOR AND ON BEHALF OF THE LESSEE.
SIGNED BY
NAME : <CEO>
DESIGNATION : CEO
PASSPORT NO. : <PASSPORTNUMBER>
ISSUE PLACE/DATE : <ISSUEDPLACE&DATE>
EXPIRY DATE : <EXPIRYDATE>
(SEE APPENDIX A: LESSEE’S PASSPORT)

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FOR AND ON BEHALF OF LESSOR.
SIGNED BY
NAME :
DESIGNATION :
PASSPORT NO. :
ISSUE DATE :
EXPIRY DATE :
(SEE APPENDIX B: LESSOR’S PASSPORT)

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APPENDIX A: LESSEE’S PASSPORT
TRANSACTION NO. <LESSEETRANSACTIONNO>

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APPENDIX B: LESSOR’S PASSPORT

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APPENDIX C: BANK COORDINATES
THE LESSOR AND LESSEE AGREE TO THE FOLLOWING BANKING CO-
ORDINATES PERTAINING TO THE AGREEMENT HEREIN ABOVE STATED:
LESSOR’S BANK CO-ORDINATES:
BANK
ADDRESS
ACCOUNT NAME /
BENEFICIARY
FOR FURTHER CREDIT TO
ACCOUNT NUMBER
ABA NO.
SWIFT CODE
LESSOR RESERVES THE RIGHT TO CHANGE THE BANK COORDINATES
STATED HEREIN AT ANYTIME BY PROVIDING WRITTEN REQUEST TO THE
UNDERSIGNED, NOTE: THE RECEIVING BANK IS DIFFERENT TO SENDING
BANK. (IT’S OUR BANK REGULATIONS AND PROCEDURE).
LESSEE'S BANK CO-ORDINATES:
BANK <RECEIVINGBANK>
ADDRESS <LESSEEBANKADDRESS>
ACCOUNT NAME /
BENEFICIARY
<BENEFICIARY/CLIENT/COMPANY>
ACCOUNT NUMBER <RECEIVINGACCOUNTNUMBER>
ABA NO. <RECEIVINGBANKABA>
SWIFT CODE <RECEIVINGBANKSWIFT>

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APPENDIX D: VERBIAGE OF THE BG/SBLC SWIFT MT760
SAMPLE SWIFT MT-760 FROM ISSUING BANK TO BENEFICIARY BANK
(TEXT MAY VARY IN SUBSTANCE BUT THE ESSENTIAL UNDERTAKING MUST BE
MAINTAINED)
FROM
BANK NAME :
BANK ADDRESS :
BANK TEL :
BANK FAX :
BENK OFFICER NAME :
SWIFT CODE :
ACCOUNT NAME :
ACCOUNT NO :
TO
BANK NAME : <RECEIVINGBANK>
BANK ADDRESS : <LESSEEBANKADDRESS>
BANK TEL :
BANK FAX :
BENK OFFICER NAME :
SWIFT CODE : <RECEIVINGBANKSWIFT>
ACCOUNT NAME : <BENEFICIARY/CLIENT/COMPANY>
ACCOUNT NO : <RECEIVINGACCOUNTNUMBER>
BANK GUARANTEE NO :
ISSUING BANK NAME :
BANK ADDRESS :
CURRENCY :CURRENCY OF THE EUROPEAN UNION
OR UNITED STATES DOLLARS
ISSUED DATE :00.00.2015
MATURITY DATE :<1 YEAR + 1 DAY MATURITY DATE FROM ISSUING DATE>
AMOUNT :<AMMOUNT/NUMBERSANDWORDS>
APPLICANT :
BENEFICIARY :<BENEFICIARY/CLIENT/COMPANY>
FOR VALUE RECEIVED, WE, <NAME OF ISSUING BANK>, AT <FULL BANK
ADDRESS>, HEREBY ISSUE OUR IRREVOCABLE, UNCONDITIONAL AND
NEGOTIABLE BG /SBLC NO <BG/SBLC NUMBER> IN FAVOUR OF THE
BENEFICIARY <BENEFICIARY/CLIENT/COMPANY> FOR THE AMOUNT OF
<AMMOUNT/NUMBERSANDWORDS>, VALID FOR ONE (1) YEAR AND ONE (01)
DAYS AND DUE FOR PAYMENT AT MATURITY ON <1 YEAR + 1 DAY MATURITY
DATE FROM ISSUING DATE>.
WE HEREBY IRREVOCABLY AND UNCONDITIONALLY UNDERTAKE TO PAY IN
FULL AGAINST THIS BG/SBLC AT MATURITY, WITHOUT ANY PROTEST, DELAY
OR OBJECTION, THE SUM OF <AMMOUNT/NUMBERSANDWORDS>, TO THE
ORDER OF THE BENEFICIARY, <BENEFICIARY/CLIENT/COMPANY> ,THE
BEARER OR HOLDER THEREOF AT MATURITY. SUCH PAYMENT SHALL BE
MADE FREE AND CLEAR OF ANY DEDUCTIONS CHARGES, FEES OR

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WITHHOLDING, UPON RECEIVING BENEFICIARY’S FIRST DEMAND VIA BANK
WIRE SYSTEM AND SURRENDER OF THIS BG/SBLC NO:<BG/SBLC NUMBER>
AT THIS BANK AT MATURITY DATE.
THIS BG/SBLC IS TRANSFERABLE AND ASSIGNABLE WITHOUT
PRESENTATION OF IT TO US AND WITHOUT PAYMENT OF ANY FEES. WE
HEREBY ENGAGE WITH YOU THAT THE DEMAND MADE UNDER AND IN
COMPLIANCE WITH THE TERMS OF THIS BG/SBLC, SHALL BE DULY
HONOURED ON DUE PRESENTATION TO US. THE DEMAND HEREUNDER
MUST BE MARKED “DRAWN UNDER BG/SBLC NO <BG/SBLC NUMBER>
DATED,<XX.XX.2015> <GUARANTY ISSUE DATE>
THIS BG/SBLC IS CONSTRUED, GOVERNED AND ISSUED IN ACCORDANCE
WITH THE RULES, REGULATIONS AND PRACTICES AS SET FORTH BY THE
INTERNATIONAL CHAMBER OF COMMERCE (ICC), PARIS, FRANCE,
PUBLICATION 500, LATEST REVISION.
THIS SWIFT IS OUR VALID AND OPERATIVE INSTRUMENT. NO MAIL
CONFIRMATION WILL FOLLOW. ALL CHARGES ARE FOR THE ACCOUNT OF
APPLICANT.
FOR AND ON BEHALF OF :
ISSUING BANK :
ISSUING BANK ADDRESS :
BANK OFFICER 1 BANK OFFICER 2
TITLE (PIN) TITLE (PIN)

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APPENDIX E: CLIENT INFORMATION SHEET
IN ACCORDANCE WITH ARTICLES TWO (2) THROUGH FIVE (5) OF THE DUE
DILIGENCE CONVENTION AND THE FEDERAL BANKING COMMISSION
CIRCULAR OF DECEMBER 1998, CONCERNING THE PREVENTION OF MONEY
LAUNDERING, AND ARTICLE 305 OF THE SWISS CRIMINAL CODE, THE
FOLLOWING INFORMATION MAY BE SUPPLIED TO BANKS AND/OR OTHER
FINANCIAL INSTITUTIONS FOR THE PURPOSE OF VERIFICATION OF IDENTITY
AND ACTIVITIES OF THE PRINCIPAL, AND THE NATURE AND ORIGIN OF THE
FUNDS THAT ARE TO BE UTILIZED. ALL PARTIES HAVE AN OBLIGATION FOR
PROFESSIONAL DISCRETION AND TO TAKE ALL APPROPRIATE
PRECAUTIONS TO PROTECT THE CONFIDENTIALITY OF THE INFORMATION
EACH HOLDS IN RESPECT OF THE OTHERS' ACTIVITIES. THIS LEGAL
OBLIGATION SHALL REMAIN IN FULL FORCE AND EFFECT AT ALL TIMES.
1 PRINCIPAL/COMPANY: <BENEFICIARY/CLIENT/COMPANY>
1.A REPRESENTED BY: <CEO>
1.B NATIONALITY: <CEONATIONALITY>
1.C PASSPORT NUMBER: <PASSPORTNUMBER>
1.D DATE OF ISSUE: <ISSUEDPLACE&DATE>
1.E DATE OF EXPIRATION: <EXPIRYDATE>
1.F DATE OF BIRTH: <DATEOFBIRTH>
1.G PLACE OF BIRTH: <PLACEOFBIRTH>
1.H SSN/IDENTITY NO.:
1.I CONTACT ADDRESS:
1.J CONTACT TELEPHONE NO.:
1.K ADD. TELEPHONE NO.:
1.L MOBILE TELEPHONE NO.: <DIRECTTELEPHONENUMBER>
1.M FACSIMILE NO.:
1.N E-MAIL ADDRESS: <LESSEEEMAIL>
1.O OCCUPATION: COE
1.P BUSINESS NAME: <BENEFICIARY/CLIENT/COMPANY>
1.Q BUSINESS ADDRESS: <COMPANYADDRESS>
1.R BUSINESS TELEPHONE:
1.S BUSINESS FACSIMILE:
1.T ADDRESS FOR MAIL:
1.U ADDRESS FOR COURIER:
2.A LEGAL COUNSEL:
2.B ADDRESS:
2.C TELEPHONE NO.:
2.C FACSIMILE NO.:

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3.A BANK: <RECEIVINGBANK>
3.B ADDRESS: <LESSEEBANKADDRESS>
3.C ACCOUNT NAME: <BENEFICIARY/CLIENT/COMPANY>
3.D ACCOUNT NO.: <RECEIVINGACCOUNTNUMBER>
3.E ACCT. SIGNATORY NAME: <CEO>
3.F BANK OFFICER:
3.G BANK OFFICER ADDRESS:
3.H BANK OFFICER TELEPHONE:
3.I BANK OFFICER FACSIMILE:
3.J ROUTING/ABA <RECEIVINGBANKABA>
3.K S.W.I.F.T.: <RECEIVINGBANKSWIFT>
4.A AMOUNT OF FUNDS/INSTRUMENT ON DEPOSIT AND AVAILABLE FOR
COLLATERAL:
4.B ……………………….…………. DOLLARS/EURO
AFFIRMATION:
I HEREBY SWEAR UNDER THE FULL PENALTY OF PERJURY, THAT THE INFORMATION
PROVIDED HEREIN IS BOTH TRUE AND ACCURATE. I AM IN CONTROL OF THE ASSETS
STATED ABOVE, AND HAVE SIGNATORY AUTHORITY ON THE AFOREMENTIONED BANK
ACCOUNT AND HAVE FULL AUTHORITY TO EXECUTE ALL CONTRACTS AND AGREEMENTS
RELATING TO PLEADING THE ASSETS FOR A LOAN. THE FUNDS ARE IN FULL COMPLIANCE
WITH THE ANTI-MONEY LAUNDERING POLICIES SET FORTH BY THE FINANCIAL ACTION
TASK FORCE (FATF) 6/01.
SIGNED FOR AND ON BEHALF OF THE COMPANY
DATE SIGNED <CONTRACTDATE>
SIGNED BY
<CEO>
COMPANY NAME <BENEFICIARY/CLIENT/COMPANY>
REPRESENTED BY <CEO>, CEO
PASSPORT NUMBER <PASSPORTNUMBER>
ISSUED PLACE & DATE <ISSUEDPLACE&DATE>
DATE OF EXPIRY <EXPIRYDATE>
COMPANY SEAL

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APPENDIX F: BOARD RESOLUTION
RESOLUTION OF THE BOARD OF DIRECTORS
A QUORUM OF DIRECTORS OF <BENEFICIARY/CLIENT/COMPANY>
(HEREINAFTER CALLED THE "COMPANY") WITH ITS ADDRESS AT
<COMPANYADDRESS>, ATTENDED IN PERSON OR BY TELEPHONE/VIDEO
CONFERENCE A BOARD OF DIRECTORS MEETING WHICH WAS DULY
NOTICED AND HELD ON <CONTRACTDATE>, A DETAILED DISCUSSION
REGARDING VARIOUS ISSUES AND ASPECTS OF THIS TRANSACTION WAS
HELD TO THE FULL SATISFACTION OF THE BOARD MEMBERS AND THE
FOLLOWING RESOLUTIONS WERE UNANIMOUSLY ADOPTED:
RESOLUTION:
IT IS RESOLVED THAT <CEO>, HOLDER OF PASSPORT NO
<PASSPORTNUMBER> AS COMPANY'S CEO AND AUTHORIZED
REPRESENTATIVE/SIGNATORY OF THE COMPANY, TO ENTER INTO THIS
TRANSACTION INVOLVING THE ASSIGNMENT OF BANK DEBENTURES AND
OTHER BANK INSTRUMENTS.
RESOLUTION:
IT IS RESOLVED THAT <CEO>, AS CEO AND AUTHORIZED SIGNATORY OF
THE COMPANY, TO ARRANGE THE LEASING OF BANK INSTRUMENTS, IN THE
AMOUNT OF <AMMOUNT/NUMBERSANDWORDS> WITH ROLLS AND
EXTENSIONS,
RESOLUTION:
IT IS RESOLVED THAT <CEO>, AS CEO AND AUTHORIZED SIGNATORY OF
THE COMPANY <BENEFICIARY/CLIENT/COMPANY> BE ASSIGNED FULL
AUTHORITY TO INSTRUCT, ARRANGE, MONITOR, EXECUTE, MANAGE AND
SIGN ALL PAPERWORK, AGREEMENTS, CONTRACTS AND ALL
DOCUMENTATION AS MAY BE NECESSARY WITH THIRD PARTIES,
PERTINENT TO THIS TRANSACTIONS INVOLVING THE LEASING OF BANK
INSTRUMENTS.
RESOLUTION:
IT IS FURTHER RESOLVED AT THIS MEETING OF THE BOARD OF DIRECTORS
THAT <CEO>, IS HEREBY AUTHORIZED TO PAY/DISTRIBUTE ON BEHALF OF
<BENEFICIARY/CLIENT/COMPANY> ANY AND ALL TRANSACTION RELATED
FEES AND ENTITLEMENTS TO ANY BANKS, TRADING ENTITIES, PROGRAM
MANAGERS, FACILITATORS, LAWYERS AND OTHER INVOLVED PERSONS
AND COMPANIES OF HIS CHOICE, AS HE MAY DEEM APPROPRIATE AND AT
HIS ABSOLUTE DISCRETION, ON BEHALF OF
<BENEFICIARY/CLIENT/COMPANY>.
RESOLUTION:
THAT <CEO>, AS CEO AND AUTHORIZED SIGNATORY OF THE COMPANY
<BENEFICIARY/CLIENT/COMPANY> IS HEREBY AUTHORIZED TO CERTIFY
THAT THE FOREGOING RESOLUTIONS AND PROVISIONS THEREOF ARE IN
CONFORMITY WITH THE CHARTER, BYLAWS AND ARTICLES OF

21
INCORPORATION OF THE COMPANY, AND THAT THE FOREGOING
RESOLUTION AND THE AUTHORITY THEREBY CONVEYED SHALL REMAIN IN
FULL FORCE AND EFFECT UNTIL THE PURPOSES SET FORTH HEREIN ARE
ACCOMPLISHED.
IT IS FURTHER CERTIFIED THAT THE FOREGOING RESOLUTIONS HAVE
NEVER BEEN MODIFIED OR AMENDED AND ARE NOW IN FULL FORCE AND
EFFECT. THE ABOVE NAMED REPRESENTATIVE OF THE COMPANY HAS
BEEN DULY ELECTED AND APPOINTED TO HOLD OFFICE, THE
REPRESENTATIVE IS PRESENTLY HOLDING OFFICE, AND IS EMPOWERED TO
ACT FOR AND ON BEHALF OF THE COMPANY. THIS FAX OR EMAIL COPY OF
THE BOARD RESOLUTION SHALL BE OF EQUAL VALUE AND EFFECT TO THE
ORIGINAL, AND SHALL BE ACCEPTED AS SUCH BY EVERYONE, FOR ALL
PURPOSES, EVERYWHERE.
THE ABOVE MOTIONS AND RESOLUTIONS WERE DULY MADE, SECONDED
AND UNANIMOUSLY PASSED AND CARRIED OUT AT THE COMPLETION OF
THIS MEETING.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET OUR HAND AND SEAL OF
THE COMPANY IN OUR OWN FREE WILL AND ACT, IN CERTIFICATION OF THE
ABOVE RESOLUTIONS AND PROVISIONS ON <CONTRACTDATE>.
SIGNED BY
<CEO>
COMPANY SEAL

22
APPENDIX G: NON-SOLICITATION STATEMENT
DATE: <CONTRACTDATE>
TO: THE COLLATERAL PROVIDER
I <CEO> AS AUTHORIZED SIGNATORY, DO HEREBY CONFIRM THAT I HAVE
REQUESTED OF YOU AND YOUR ORGANIZATION, SPECIFIC CONFIDENTIAL
INFORMATION AND DOCUMENTATION ON BEHALF OF MYSELF REGARDING
CURRENTLY AVAILABLE FUNDS EXCHANGE AGAINST BANK GUARANTEE, TO
SERVE ONLY MY INTEREST, EDUCATION AND NOT FOR FURTHER
DISTRIBUTION.
I, AM HEREBY AGREEING THAT ALL INFORMATION RECEIVED FROM YOU IS
IN DIRECT RESPONSE TO MY REQUEST AND IS NOT IN ANY WAY
CONSIDERED, OR INTENDED TO BE A SOLICITATION OF FUNDS OF ANY
SORT OR TYPE OF OFFERING, AND FOR MY GENERAL KNOWLEDGE ONLY. I
HEREBY AFFIRM UNDER PENALTY OF PERJURY, THAT I HAVE REQUESTED
THIS INFORMATION FROM YOU AND YOUR ORGANIZATION OF MY CHOICE
ON MY FREE WILL AND FURTHER, THAT YOU HAVE NOT SOLICITED ME IN
ANY WAY.
ANY INFORMATION, WORK OR SERVICE CONDUCTED HEREUNDER IS THAT
OF A PRIVATE INDIVIDUAL AND THAT THIS IS A TRANSACTION THAT IS
EXEMPT FROM SECURITIES ACT AND NOT INTENDED FOR THE GENERAL
PUBLIC, BUT "JUST FOR MY PRIVATE USE ONLY"
SIGNED BY
<CEO>
COMPANY SEAL

23
APPENDIX H : FEE PROTECTION AGREEMENT.
FEE PROTECTION AGREEMENT
BOTH LESSOR AND LESSEE AGREE THAT THE LESSEE’S AND LESSOR'S
AGENTS ARE ENTITLED TO 2% OF THE BG/SBLC FACE VALUE COMMISSION
FEES.
THESE COMMISSION FEES WILL BE SHARED BETWEEN THE LESSOR’S AND
LESSEE’S AGENTS AS SPECIFIED HERE BELOW.
THE PARTIES AGREE THAT THE COMMISSION FEES STATED ARE
COMPENSATION FOR SERVICES RENDERED AND ARE IRREVOCABLY AND
UNCONDITIONALLY GUARANTEED TO BE PAID BY THE LESSEE TO THE
AGENTS AND INTERMEDIARIES LISTED IN THIS FPA BY WIRE TRANSFER
SIMULTANEOUSLY WITH THE LESSEE’S PAYMENT OF 6% OF THE FACE
VALUE OF THE BG/SBLC AS LEASING FEE TO THE LESSOR FOR EVERY
TRANCHE AND/OR TRANSACTION OF THE BANK GUARANTEE (BG/SBLC). THE
COMMISSION FEES WILL BE FREE OF LEGAL IMPEDIMENT AND FREE OF ANY
DEDUCTIONS, EXCLUDING BANK TRANSFER FEES, FOR THIS AND ALL
SUBSEQUENT TRANSACTIONS BETWEEN THE PARTIES.
IN CONSIDERATION OF THE MUTUAL BENEFITS TO BE DERIVED BY THE
ASSOCIATES OR AFFILIATED INDIVIDUALS, AGENTS, COMPANIES,
DESIGNEES, TRUSTEES OR EXECUTORS, IT IS UNDERSTOOD AND AGREED
THAT THE PARTIES HERETO ARE MUTUALLY DESIROUS OF EFFECTING THIS
BUSINESS TRANSACTION IN CO-OPERATION WITH ONE ANOTHER FOR
THEIR MUTUAL BENEFIT AND ALL SIGNATORY PARTIES AGREE TO ABIDE BY
THE FOLLOWING TERMS AND CONDITIONS:
1. EACH PARTY AGREES THAT THEY WILL NOT MAKE ANY CONTACT WITH,
DEAL WITH OR BE INVOLVED WITH INDIVIDUALS, TRADER AND INVESTOR
INTRODUCED BY ANOTHER SIGNATORY(S) WITHOUT SPECIFIC PERMISSION
OF THE INTRODUCED SIGNATORY FOR THE INVESTOR.
2. THE SIGNATORY AGREES TO KEEP CONFIDENTIAL THE IDENTITY OF AND
ALL CONTACTS SO PROVIDED BY ANY OTHER SIGNATORIES.
3. THE PARTIES HERETO AGREE THAT ALL COMMISSIONS OR FEES AS
AGREED BY THE PARTIES SHALL BE PAID IN FULL AT THE END OF EVERY
TRANSACTION.
4. THIS AGREEMENT SHALL BE LEGALLY BINDING ON THE PARTIES HERETO,
THEIR PRINCIPALS, EMPLOYEES, REPRESENTATIVES, AGENTS AND
ASSIGNS IN ALL COUNTRIES OF THE WORLD.
5. THE PARTIES HERETO AFFIRM THAT IN EVERY CASE THEY WILL ACT WITH
THE HIGHEST STANDARDS OF ETHICS AND HONESTY IN ALL THEIR
DEALINGS.

24
THIS AGREEMENT SHALL BE RESPECTED AND HONORED AT ALL TIMES,
UNLESS OTHERWISE MUTUALLY AGREED UPON AND ANY PARTY WILL
PERMIT NO ATTEMPT OR HINT OF CIRCUMVENTION.
EACH OF THE ABOVE PARTIES AGREES AND UNDERSTAND THAT ANY
OVERT OR COVERT ACTION OF CIRCUMVENTION PRESCRIBED BY THIS
AGREEMENT SHALL BE A FRAUDULENT ACT AGAINST THE OTHER PARTY
AND WILL BE SUBJECT TO JUDICIAL ACTION, RECOMPENSE FOR DAMAGES,
POSSIBLE PUNITIVE DAMAGES AND INJUNCTIVE RELIEF IMPOSED BY THE
LEGAL PROCESS.
BOTH PARTIES HEREBY AGREE THAT THE AGENTS AND INTERMEDIARIES
REFERRED TO IN THIS FPA SHALL BE AS FOLLOWS:
LESSOR’S AGENT 1:
TO RECEIVE 0.5% OF FACE VALUE OF THE BG/SBLC AS COMMISSION FEES
NAME : TBA
BANK ACCOUNT DETAILS : TBA
NAME OF BANK : TBA
ADDRESS OF BANK : TBA
ACCOUNT NAME : TBA
ACCOUNT NO : TBA
SWIFT CODE : TBA
LESSOR’S AGENT 2:
NAME : THE RESEARCH AND SOURCING LIMITED
NAME OF BANK : TBA
ACCOUNT NAME : TBA
ACCOUNT NO : TBA
SWIFT CODE : TBA
LESSEE'S AGENT 1:
NAME : TR&SLTDDBAXXXXXXXXXXXX
NAME OF BANK : TBA
ACCOUNT NAME : TBA
ACCOUNT NO : TBA
SWIFT CODE : TBA
LESSEE'S AGENT 2:
NAME :
BANK ACCOUNT DETAILS :
NAME OF BANK :
ADDRESS OF BANK :

25
ACCOUNT NAME :
ACCOUNT NO :
SWIFT CODE :
SIGNED FOR AND ON BEHALF OF THE LESSEE
SIGNED BY
<CEO>
COMPANY SEAL

26
APPENDIX I: COMPANY REGISTRATION CERTIFICATE

27
COMPLEMENTARY DETAILS
NEITHER OF THE PARTIES MAY ALTER, AMEND, NOR MODIFY THIS
AGREEMENT, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY BOTH
PARTIES.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH
SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH, TAKEN
TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
AT THE TIME OF ISSUING THE DEED OF AGREEMENT, THE FOLLOWING
INFORMATION WAS NOT AVAILABLE BUT MAY BE USEFUL FOR A SMOOTH
FLOW OF THE TRANSACTION. THE APPLICANT/BENEFICIARY/CLIENT IS
ADVISED TO PROVIDE THESE DETAILS IN AN UNLOCKED WORD DOCUMENT
FORMAT WHEN RETURNING THE SIGNED DEED OF AGREEMENT. THE DEED
OF AGREEMENT SHALL NOT BE AFFECTED BY THIS, AND BE DEEMED VALID
ALSO WITHOUT THESE COMPLEMENTARY DETAILS.
HOWEVER, THE DETAILS ARE REQUIRED FOR ADMINISTRATIVE PURPOSES
ONLY: THE PROVIDER MAY ENTER THESE DETAILS, SO PROVIDED BY THE
APPLICANT/BENEFICIARY/CLIENT, IN THE DEED OF AGREEMENT, WHEN
COUNTERSIGNING HIS COPY AND PROVIDING THE COUNTERSIGNED COPY
TO THE APPLICANT/BENEFICIARY/CLIENT.
BY THE APPLICANT/BENEFICIARY/CLIENT SIGNING THE DEED OF
AGREEMENT AND BY PROVIDING THE MISSING DETAILS, THE
APPLICANT/BENEFICIARY/CLIENT AGREES TO THIS PROCEDURE AND
CONFIRMS THAT THIS DOES NOT REPRESENT AN ALTERATION,
AMENDMENT, OR MODIFICATION OF THE DEED OF AGREEMENT.
LIST OF COMPLEMENTARY DETAILS:
AGREED, CONFIRMED AND SIGNED FOR AND ON BEHALF OF THE LESSEE
SIGNED BY
<CEO>
COMPANY SEAL

28
<OURCOMPANY>
INTRODUCES ME TO A BANK INSTRUMENT PROVIDER.
DATE : <CONTRACTDATE>
LESSEE’S TRANSACTION NO. : <LESSEETRANSACTIONNO>
THE LESSEE : <BENEFICIARY/CLIENT/COMPANY>
ADDRESS : <COMPANYADDRESS>
REPRESENTED BY : <CEO>
NATIONALITY : <CEONATIONALITY>
PASSPORT NO : <PASSPORTNUMBER>
LESSEE EMAIL : <LESSEEEMAIL>
<OURCOMPANY> HAS THE CAPACITY TO INTRODUCE ME TO A BANK
INSTRUMENT PROVIDER WHO WILL ACCOMMODATE THE PROVISION OF
BANK INSTRUMENTS, BANK GUARANTEES (BG) OR SBLCS (STANDBY
LETTERS OF CREDIT) AND OTHER BANK INSTRUMENTS WHICH WILL BE
ISSUED TO THE BENEFIT OF THE BENEFICIARY/CLIENT AND SENT TO THE
BENEFICIARY/CLIENT’S NOMINATED BANK/ACCOUNT FOR CREDIT
ENHANCEMENT. THE BANK TRANSMISSION FEES WILL HAVE TO BE SENT TO
THE PROVIDER DIRECTLY, BASED ON A CORPORATE REFUND
UNDERTAKING AND WILL BE RETURNED, ONCE THE TRANSACTION HAS
BEEN CONSUMMATED, AND THE BENEFICIARY CLIENT HAS PAID THE
LEASING FEES AND THE BROKERS’ COMMISSION.
(1) THIS INTRODUCTION REPRESENTS A COMMERCIAL VALUE TO ME IN THE
AMOUNT OF MORE THAN
<AMMOUNT/NUMBERSANDWORDS>
(2) I CONFIRM TO BE IRREVOCABLY BOUND BY THIS AGREEMENT AND THE
NON-CIRCUMVENTION AND NON-DISCLOSURE TERMS (EXHIBIT A - NON-
DISCLOSURE NON-CIRCUMVENTION AGREEMENT) WHICH ARE A PART OF
THIS CONFIRMATION AND AGREEMENT, WHICH ENABLE ME TO DEAL WITH
THIS PROVIDER EXCLUSIVELY THROUGH <OURCOMPANY>. I HEREWITH
CONFIRM THAT I WILL NOT CONTACT, OR DEAL WITH THIS PROVIDER, OR
THROUGH THIRD PARTIES, FOR MY FINAL BENEFIT, OR THE BENEFIT OF
ANY THIRD PARTY, NOW, OR AT ANY TIME IN THE FUTURE, BUT FOR AT
LEAST 5 FULL YEARS, STARTING THE DAY I ACCEPTED; EXECUTED,
CONFIRMED, AND SIGNED THIS IRREVOCABLE CONFIRMATION.
I CONFIRM THAT I WILL NOT CONTACT THE PROVIDER IN THE CAUSE OF
THIS, OR WITH ANY OTHER FUTURE TRANSACTION IN WHICH I GAIN ANY
SORT OF FINANCIAL REWARD, OR HAVE ANY COMMERCIAL GAIN, MYSELF,
OR THROUGH ANY CONTACT INSTRUCTED BY ME, THROUGH ANY THIRD
PARTY, TO OBTAIN SUCH FINANCIAL REWARD, OR COMMERCIAL GAIN FOR
SUCH THIRD PARTY, AND/OR MYSELF.
IRREVOCABLE, IMMEDIATE PENALTY PAYMENT CONFIRMATION

29
(3) IN THE EVENT THAT I DO NOT COMPLY WITH (1), AND (2) ABOVE, DUE TO
ANY REASON, WHAT-SO-EVER, DURING THE NEXT 5 YEARS AFTER SIGNING
THIS CONFIRMATION, I IRREVOCABLY CONFIRM AND AGREE, TO PAY,
WITHOUT ANY PROTEST, AT FIRST WRITTEN DEMAND, A PENALTY PAYMENT
OF
USD/EURO 000,000.00 (= 1% OF FACE VALUE)
WHATEVER CURRENCY
IS HIGHER, DEPENDING UPON CONVERSION RATES AT ANY PARTICULAR
TIME THIS CLAUSE MAY COME INTO EFFECT, TO <OURCOMPANY> OR, AS
INSTRUCTED BY THE COMPANY. I ALSO AGREE TO BE LIABLE TO PAY ANY
INTERESTS AND LEGAL FEES THAT OCCUR TO ENFORCE THIS CLAIM AND
TO COLLECT THIS PENALTY PAYMENT.
TO TRIGGER THIS CONDITION, TO EFFECT AND TO ENFORCE THIS PENALTY
PAYMENT, <OURCOMPANY> WILL HAVE TO PRESENT, ONLY ONE VALID AND
VERIFIABLE SINGLE WRITTEN PROOF OF SUCH AN ATTEMPT BY MYSELF,
HARD COPY, OR BY ELECTRONIC MEANS, AN EMAIL, INITIATED, OR SENT BY
MYSELF, OR INSTRUCTED BY ME, THROUGH ANY THIRD PARTY, IN THIS, OR
ANY OTHER TRANSACTION IN WHICH I GAIN ANY SORT OF REWARD,
INCLUDING FINANCIAL REWARD, OR HAVE ANY COMMERCIAL GAIN, MYSELF,
OR THROUGH ANY CONTACT INSTRUCTED BY ME OF ANY THIRD PARTY, TO
OBTAIN SUCH FINANCIAL REWARD, OR COMMERCIAL GAIN FOR SUCH THIRD
PARTY.
TO SUMMARIZE:
IF I AM DIRECTLY CONTACTED BY THE PROVIDER, OR HIS BANK, I AM FREE
TO REPLY TO ANY EMAIL RECEIVED THIS WAY IF I “CC” (EMAIL COPY)
<OURCOMPANY> IN EVERY RESPONSE EMAIL THAT I MAY SEND.
(4) I, <CEO> AM AWARE AND CONFIRM THAT UNDER NO CIRCUMSTANCES,
WHATSOEVER, I AM OR WILLL BE ALLOWED TO MAKE ANY CONTACT WITH
THE PROVIDER, UNLESS PERMITTED BY <OURCOMPANY>, AND I RECEIVED
SUCH EXPRESS PERMISSION IN WRITING FROM <OURCOMPANY>.
(5) I HAVE BEEN MADE AWARE OF THE FACT THAT IT IS SUFFICIENT TO
TRIGGER THE IRREVOCABLE, IMMEDIATE PENALTY PAYMENT CLAUSE,
PARAGRAPH (3) ABOVE, IF <OURCOMPANY> CAN PROVE ANY SORT OF
OFFENCE TO THE TERMS OF THIS CONFIRMATION BY <CEO> TO
<OURCOMPANY>, OR THROUGH A SINGLE COPY OF AN EMAIL THAT I HAVE
SENT TO THE PROVIDER, OR THE PROVIDER CONFIRMS THAT I HAVE MADE
ANY SORT OF DIRECT CONTACT WITH HIM. I AM AWARE THAT THIS IS A ONE
SIDED CONFIRMATION FROM ME, <CEO> TO <OURCOMPANY> AND
VOLONTARILY AGREE TO BE LEGALLY BOUND BY ALL THESE TERMS.
SIGNED FOR AND ON BEHALF OF THE LESSEE
SIGNED BY

30
SPELL NAME OF THE
PARTY SINGNING
SIGN HERE:
| | | | | | | | | | | | | | | | | | | | | | | | | |
|
<CEO>
ADDRESS <COMPANYADDRESS>
COUNTRY <COUNTRY>
COMPANYLICENSE NO. <COREGNUMBER>
REPRESENTED BY <CEO>
TITLE CEO
EMAIL <LESSEEEMAIL>
COMPANY SEAL

31
EXHIBIT A - NON-DISCLOSURE NON-CIRCUMVENTION AGREEMENT
1. NON-CIRCUMVENTION: EACH PARTY AGREES NOT TO DIRECTLY OR INDIRECTLY CONTACT, DEAL WITH TRANSACT, OR
OTHERWISE BE INVOLVED WITH ANY CORPORATION, PARTNERSHIP, PROPRIETORSHIPS, TRUST, INDIVIDUALS, OR OTHER
ENTITIES INTRODUCED BY EITHER PARTY WITHOUT THE SPECIFIC WRITTEN PERMISSION OF THE INTRODUCING PARTY.
2. EACH PARTY AGREES NOT TO DIRECTLY OR INDIRECTLY CIRCUMVENT, AVOID OR BYPASS EACH OTHER REGARDING
ANY RENEWALS, CORPORATION, PARTNERSHIPS, PROPRIETORSHIPS, TRUSTS, OR OTHER ENTITIES INTRODUCED BY
EITHER PARTY.
3. NON- DISCLOSURE: EACH PARTY AGREES NOT TO DISCLOSE OR OTHERWISE REVEAL TO ANY THIRD PARTY THE
IDENTITIES, ADDRESSES, TELEPHONE NUMBERS, FACSIMILE NUMBERS, E-MAIL ADDRESSES, TELEX NUMBERS, BANK
CODES, ACCOUNT NUMBERS, FINANCIAL REFERENCE, OR ANY OTHER ENTITIES INTRODUCED BY EITHER PARTY TO THE
OTHER WITHOUT THE SPECIFIC WRITTEN PERMISSION OF THE INTRODUCING PARTY.
4. TERMS: THIS AGREEMENT IS VALID FOR THE FOLLOWING TERM: FIVE (5) YEARS FROM THE DATE OF SIGNING OF THIS
AGREEMENT.
5. PARTIES BOUND: THIS AGREEMENT SHALL BE BINDING UPON ALL UNDERSIGNED PARTIES AND THEIR HEIRS,
SUCCESSORS, ASSOCIATES, AFFILIATES AND ASSIGNS. EACH PARTY SHALL TAKE REASONABLE STEPS TO ENSURE THAT
THEIR EMPLOYEES, AGENTS REPRESENTATIVES, OFFICERS, INDEPENDENT CONTRACTORS, SHAREHOLDERS, PRINCIPALS
AND OTHER THIRD PARTIES ABIDE BY THE PROVISIONS OF THIS AGREEMENT.
6. NOTICE: ALL NOTICES, DEMANDS, CONSISTS, OR REQUESTS GIVEN BY THE PARTIES SHALL BE IN WRITING TRANSMITTED
BY MEANS OF FACSIMILE TRANSMISSION WITH RETURN CONFIRMATION REQUESTED, POSTAGE PREPAID, TO THE OTHER
PARTY AT THE LAST FACSIMILE NUMBER OR ADDRESS THE PARTY HAS DESIGNATED BY NOTICE HERE IN. NOTICE SHALL
BE CONSIDERED TO HAVE BEEN GIVEN.
7. LANGUAGE: THE LANGUAGE IN ALL THE AGREEMENT SHALL BE IN ALL CASES CONSTRUCTED SIMPLY ACCORDING TO ITS
FAIR MEANING AND NOT STRICTLY FOR OR AGAINST OF THE PARTIES AND IT IS AGREED THAT THE ENGLISH LANGUAGE IS
USED.
8. SEVERABILITY: SHOULD ANY PORTION OF THIS AGREEMENT BE DECLARED INVALID OR UNENFORCEABLE, THEN SUCH
PORTION SHALL BE DEEMED TO BE SEVERABLE FROM THIS AGREEMENT AND SHALL NOT EFFECT THE REMAINDER
HEREOF.
9. INTEGRATION: THIS AGREEMENT CONSTITUTES THE ENTIRE NON CIRCUMVENTION AGREEMENT BETWEEN THE PARTIES
AND SUPERSEDES ALL PRIOR DISCUSSION, NEGOTIATIONS AND AGREEMENTS, WHETHER ORAL OR WRITTEN. THE PARTIES
FURTHER INTEND THAT THIS AGREEMENT CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF ITS TERMS AND
THAT NO EXTRINSIC EVIDENCE WHATSOEVER MAY BE INTRODUCED IN ANY JUDICIAL OR ARBITRATION PROCEEDING
INVOLVING THIS AGREEMENT
10. AMENDMENTS: ANY CHANGE OR AMENDMENT TO THIS AGREEMENT, INCLUDING ORAL MODIFICATION SUPPORTED BY
NEW CONSIDERATION, MUST BE REDUCED TO WRITING AND SIGNED BY ALL PARTIES BEFORE IT WILL BE EFFECTIVE.
11. WAIVER: NO WAIVER OR DEFAULT OF ANY OF THIS AGREEMENT BY ANY PARTY SHALL BE IMPLIED FROM ANY OMISSION
OF SUCH PARTY TO TAKE ACTION AGAINST THE DEFAULTING PARTY. ONE OR MORE WAIVERS OF ANY COVENANT, TERMS
OR CONDITION OF THIS AGREEMENT BY ANY PARTY SHALL NOT BE CONSIDERED TO BE WAIVER OF RENDER
UNNECESSARY CONSENT OR APPROVAL OF SAID PARTY OF ANY SUBSEQUENT OR SIMILAR ACTS OR OMISSION.
12. ARBITRATION: ANY CONTROVERSY OR CLAIM ARISING OUT OF THIS AGREEMENT WHICH IS NOT SETTLED BETWEEN THE
PARTIES THEMSELVES, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE INTERNATIONAL CHAMBER OF
COMMERCE (ICC) RULES AND ARBITRATION IS THE NEAREST REGIONAL OR ICC NON-CIRCUMVENTION AND NON-
DISCLOSURE LAWS AND BINDING FOR ALL UNDERSIGNED PARTIES AND THEIR ASSOCIATES, AFFILIATED, EMPLOYEES,
AGENTS HOLDERS, PRINCIPALS, HEIRS, SUCCESSORS, ASSIGNS AND OTHER THIRD PARTIES.
13. ATTORNEY'S FEES: IF ANY PARTY FILES ANY ACTION OR BRINGS ANY PROCEEDING AGAINST OTHER ARISING FROM
THIS AGREEMENT, OR IS MADE A PARTY TO ANY ACTION OR PROCEEDING ARISING FROM THIS AGREEMENT, THE
PREVAILING PARTY SHALL BE ENTITLED TO RECOVER AS AN ELEMENT OF THEIR COST TO SUIT AND NOT AS DAMAGES
REASONABLE ATTORNEY'S FEES TO BE FIXED BY THE COURT, ARBITRATOR OR ADJUDICATIVE AUTHORITY. THE
PREVAILING PARTY SHALL BE THE PARTY ENTITLED TO RECOVER THEIR COST TO SUIT OR ARBITRATION, WHETHER OR
NOT ENTITLED TO RECOVER COSTS.
14. RELATIONSHIP: THE PARTIES HERETO SHALL NOT BE DEEMED TO BE PARTNERS OR JOINT VENTURES AND NO PARTY
SHALL BE LIABLE FOR ANY OTHER PARTY'S COMMITMENTS OR LIABILITIES RESULTING FROM EXECUTION OF THIS
AGREEMENT.
15. FORCE AND EFFECT OF DOCUMENTS: THE PARTIES HERETO AGREE THAT A SIGNED TELEFAX OR OTHER FACSIMILE
COPY OF THIS AGREEMENT SHALL HAVE FORCE AND EFFECT AS THE ORIGINAL OF THIS DOCUMENT.
16. 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 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 ELECTRONIC COMMERCE AGREEMENT
(ECE/TRADE/257, GENEVA, MAY 2000) ADOPTED BY THE UNITED NATIONS CENTRE FOR TRADE FACILITATION AND
ELECTRONIC BUSINESS (UN/CEFACT). 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.
17. AGREEMENT SIGNED IN COUNTERPARTS
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL, BUT
ALL OF WHICH, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
18. SALVATORY CLAUSE
SHOULD ANY PART OF THIS AGREEMENT BE INVALID FOR ANY REASON, IT IS TO BE REPLACED WITH A CORRESPONDING
TEXT, WHICH IS VALID AND EQUIVALENT TO THE INTENDED MEANING. THE REST OF THE AGREEMENT SHALL REMAIN
UNAFFECTED AND VALID.

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