With Zhe Jiang 1
With Zhe Jiang 1
With Zhe Jiang 1
TRANSACTION CODE:
ORIGINAL AND CONFIDENTIAL
1 of 16 Pages.
BUYER
This Private Agreement purchase for industrial & Technological processes with a short reference in
APPENDIX 1 linked to this document (“Agreement” and “Draft Contract”) is entered on this date:
March 2, 2023 in Colombia, by and between:
BETWEEN BY «SELLER» – PARTY «A»:
AND
WHEREAS, the undersigned parties agree and state that they wish to enter into this Agreement for the
purchase for industrial & Technological processes (Appendix 1.)
WHEREAS, in consideration of the promises and the mutual covenants, warranties, terms and conditions
herein contained and for other good and valuable consideration, the receipt and suffice, the parties agree the
following;
The SELLER presents the legal tender of industrial & Technological processes and warrants under penalty of
perjury laws of jurisdiction as it applies, that these processes and technology are under their property derived
from legal sources.
The BUYER presents the legal tender of funds and warrants under penalty of perjury laws of jurisdiction as it
applies, that the USD ($) funds are totally derived from legal sources and not from any illegal drug traffic or
money laundering activities, terrorist group or association and neither from any other criminal activity, and
confirms that the funds are good, clean, clear, of non-criminal origin, free from any liens and taxes, freely
transferable to purchase the Industrial & Technological Processes.
The Parties confirm that their respective authorized person (by both parties) are fully aware of the referenced
transaction, and are ready to adhere to and proceed within the terms and conditions of this Agreement and the
Parties shall have this signed Private Agreement to Purchase the industrial & Technological processes.
1. TERMS. This purchase transaction to be executed according to the following terms, conditions:
party and it is designated as confidential which the second party hereby agrees to treat as “Confidential” and
“private and secret” the “Confidential Information” and that THEY WILL NOT DISCLOSE IT TO ANYONE.
The second party understands and agrees that any Confidential Information disclosed to them by the first
party pursuant to this Agreement is secret, proprietary and of great value to the first party which value may be
impaired if, the secrecy of such information is not maintained.
The second party further agrees that, they will take reasonable security measures to preserve and protect the
secrecy of such “Confidential Information” and will hold such information in trust and not to disclose such
information, either directly or indirectly to any person or entity during the term of this Agreement or any time
following the expiration or termination hereof; provided, however, that the second party may disclose the
Confidential Information to an assistant, agent or employee who has agreed in writing to keep such
Information confidential and to whom disclosure is necessary for the providing of services under this
Agreement, and a signed copy of said written agreement is to be provided to the second party for their record.
This contract may be executed in multiple copies at different times and places, each being considered an
original and binding. All facsimile / electronic transmittal/communications relating to this transaction and
which are mutually accepted by the Parties, shall be deemed legally binding and enforceable documents for
the duration of the transaction.
9. CONTRACT MODIFICATION:
Any amendment, alteration or modification of any part of this document shall have no validity, effect nor force
unless and until it is in writing and signed with original signature [electronic signature not accepted] in
agreement by all parties signatories to this contract.
The parties to this contract hereby warrant, promise and confirm that any distribution or proceeds derived
from this contract will not be used for any illegal activity or act, military, criminal or terrorist activity.
14. CONCLUSION:
By their execution below the Parties agree to the general terms and conditions herein and warrant one to the
other that this is the entire agreement between the Parties. The terms of this contract are binding upon the
Parties and their respective principals, successors, assigns, as the case may be, when executed by both
PARTIES.
IN WITNESS WHEREOF:
The undersigned have read this document and had advise of its legality and after understanding the content of
this contract written in the English language, by knowledge of the language or by professional translation to
the party’s language and legal advised, and initialed all the pages of this contract and, fully understand and
agree that its execution constitutes an acceptance of all of its mutually protective covenants, terms and
conditions, and is lawfully binding upon the “Parties”, and their legal heirs, successors, representatives and
assignees.
NOTICES
ANY NOTICE, REQUEST, DEMAND, CONSENT OR AUTHORIZATION (HEREINAFTER “NOTICE”) REQUIRED OR
PERMITTED TO BE GIVEN UNDER THIS AGREEMENT BY ANY PARTY TO THIS AGREEMENT SHALL BE IN
WRITING AND DELIVERED PERSONALLY, VIA OVERNIGHT COURIER, FACSIMILE OR E-MAIL TO THE
ADDRESSES OF THE PARTIES TO THIS AGREEMENT AS OUTLINE IN THE FIRST PAGE OF THIS AGREEMENT.
ANY PARTY IS ENTITLED TO DEMAND AND TO RECEIVE FROM OTHER PARTY THE ORIGINAL OF THE
DOCUMENT PREVIOUSLY SENT BY FACSIMILE OR E-MAIL.
EXECUTION
THE ORIGINAL OF THIS AGREEMENT HAS, AND HAS BEEN PRINTED OUT AND SIGNED IN FULL ON EACH
PAGE HEREOF IN TWO (2) IDENTICAL ORIGINAL COPIES WITH IDENTICAL WORDING, WITH EACH OF THE
PARTIES HOLDING ONE (1) COPY.
PARTIES DELIVERING THIS AGREEMENT BY E-MAIL SHALL ALSO FORTHWITH DELIVER EITHER BY
COURIER OR BY HAND TO THE ADDRESSES NOTED ABOVE THE ORIGINAL OF SAID EMAILED COPY, WHICH
BEARS ON ITS FACE THE ORIGINAL SIGNATURE OF THE DELIVERING PARTY. UPON DELIVERY OF THE
ORIGINAL, SUCH SHALL BECOME THE AGREEMENT OF RECORD.
THIS AGREEMENT SHALL BE CONSIDERED EXECUTED AND COME INTO LEGAL EFFECT ONCE IT HAS
BEEN PRINTED OUT, SIGNED IN FULL ON EACH PAGE, BY BOTH PARTIES, WHO WARRANT THAT
THEY ARE LEGALLY AUTHORIZED REPRESENTATIVES OF THEIR RESPECTIVE (LEGAL) PERSONS,
AND IN CONFORMITY WITH THEIR RESPECTIVE AUTHORITIES HAVE THE RIGHT TO SIGN THIS
AGREEMENT
SIGNATURE PAGE 1
ANNEX A
SIGNATORY INFORMATION
Declaration: I/we swear under penalty of perjury, the information given above is both true and accurate. I am the
signatory on the aforementioned bank account.
All monies/assets engaged in this transaction are derived from non-criminal origin: and are good cleared.
The origin of funds/assets is in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action
Task Force (FATF) 6/01.
DECLARATION: I/we declare that the information given above is both true and accurate. I am the signatory on
the aforementioned bank account and the property of these industrial & technological methods cataloged as
industrial secrets. I further declare that there are no liens, commercial obligations or encumbrances of any kind
afflicting or touching said methods and that there are no other currently valid or pending commitments.
NON-SOLICITATION: I hereby declare that I am fully aware that the information presented by you is not in any way
considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general
knowledge and educational purposes only. I affirm that I have requested information from you and your associates
of my own choice and free will, and further that you have not solicited me in any way.
NON-CIRCUMVENTION, NON-DISCLOSURE: The Parties acknowledge that the harm of circumvention and
disclosure would be substantial to the other Party. Therefore the Parties agree to abide by the Customary
International Rules of Non-Circumvention and Non-Disclosure established by the International Chamber of
Commerce, Paris, France, for a period of five (5) years from the date hereof. Said Non Circumvention and Non-
Disclosure shall include, but not be limited to communicating with each other’s banks. The understanding of this
agreement will survive the termination of this Contract.
All parties have an obligation to respect professional secrecy 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.
I hereby swear under penalty of perjury, that the information provided herein is accurate and true.
ANNEX B
PURCHASE PRIVATE AGREEMENT FOR INDUSTRIAL & TECNOLOGICAL PROCESSES
PASSPORT N°: G29950845- BUYER
[The Appendixes constitute an integral part of this Agreement]
Declaration: I/we swear under penalty of perjury, the information given above is both true and accurate. I am the
signatory on the aforementioned bank account.
All monies/assets engaged in this transaction are derived from non-criminal origin: and are good cleared.
The origin of funds/assets is in compliance with Anti-Money-Laundering Policies as set forth by the Financial Action
Task Force (FATF) 6/01.
DECLARATION: I/we declare that the information given above is both true and accurate. I am the signatory on
the aforementioned bank account / owner of bank instrument. I confirm and declare that my funds are good,
clean, and clear and of non-criminal origin and that said funds have been earned in the course of normal commercial
business and are of commercial origin and legally generated and the funds and assets involved, are not in breach of
the “Money Laundering Regulation/Accord of 1993,” howsoever interpreted and defined, whether within the host
state of the transaction or internationally. I further declare that there are no liens, commercial obligations or
encumbrances of any kind afflicting or touching said funds and that there are no other currently valid or pending
commitments.
NON-SOLICITATION: I hereby declare that I am fully aware that the information presented by you is not in any way
considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general
knowledge and educational purposes only. I affirm that I have requested information from you and your associates
of my own choice and free will, and further that you have not solicited me in any way.
NON-CIRCUMVENTION, NON-DISCLOSURE: The Parties acknowledge that the harm of circumvention and
disclosure would be substantial to the other Party. Therefore the Parties agree to abide by the Customary
International Rules of Non-Circumvention and Non-Disclosure established by the International Chamber of
Commerce, Paris, France, for a period of five (5) years from the date hereof. Said Non Circumvention and Non-
Disclosure shall include, but not be limited to communicating with each other’s banks. The understanding of this
agreement will survive the termination of this Contract.
All parties have an obligation to respect professional secrecy 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.
I hereby swear under penalty of perjury, that the information provided herein is accurate and true.
Appendix 1
A SHORT REFERENCE ABOUT INDUSTRIAL & TECHNOLOGICAL OPERATIVE PROCESESS OF OUR COMPANY
ANNEX C
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
SIGNATURE PAGE 2
BY AFFIRMING THEIR SIGNATURE ON THIS PAGE BOTH PARTY A AND PARTY B WILL DEEM THIS
AGREEMENT AS LEGALLY BINDING AND ENFORCEABLE.