AGREEMENT ON JOINT ACTIVITIES BETWEEN A LEGAL ENTITY AND INDIVIDUALS
AGREEMENT ON JOINT ACTIVITIES
№3
Almaty on November 26, 2024
"P M" LLP, hereinafter referred to as "Partner 1", represented by the Director of the Company acting on the basis of the Charter, on the one hand,
Citizen of the Republic of Kazakhstan: I. A. Zh., IIN ......, hereinafter referred to as "Partner 2", on the other hand, and
Citizen of the Republic of Kazakhstan: E. D. E., IIN ...., hereinafter referred to as "Partner 3", on the third hand, and
Citizen of the Republic of Kazakhstan: A. A. N., IIN ...., hereinafter referred to as "Partner 4", on the fourth hand, collectively referred to as "the Parties", have concluded this agreement as follows:
1. Subject of the agreement
1.1. The Partners undertake to combine their contributions and work together without forming a legal entity in order to make a profit by carrying out business activities in the form of opening a mini-market with ready-made food with a total area of 180 m3 (hereinafter referred to as the Store) and the subsequent sale of goods and services through this store. The description of the mini-market is indicated in Appendix No. 1, which is an integral part of the Agreement.
1.2. The total cost of opening a Store is 50,000,000 (Fifty million) tenge.
1.3. The Parties undertake to make the following contributions/contributions to the joint activities:
1.3.1. The contribution of Partner 1 is:
a) Opening a Store;
b) Complete business management (management, support, promotion, etc.);
c) Conducting marketing.
1.3.2. Partner 2's contribution is:
a) Cash in the amount of 18,750,000 (eighteen million seven hundred and fifty thousand) tenge;
b) assistance in promoting the Store on social networks and using their resources to increase the popularity of the project.
1.3.3. Partner 3's contribution is:
a) Cash in the amount of 18,750,000 (eighteen million seven hundred and fifty thousand) tenge;
b) assistance in promoting the Store on social networks and using their resources to increase the popularity of the project.
1.3.4. Partner 4's contribution is:
a) Cash in the amount of 12 500 000 (twelve million five hundred thousand) tenge;
b) assistance in promoting the Store on social networks and using their resources to increase the popularity of the project.
1.4. The shares of the Parties in common shared ownership as of the date of signing this agreement are determined in the following amounts:
· Partner 1 - 5%,
· Partner 2 - 35%,
· Partner 3 - 35%,
· Partner 4 – 25%.
2. Management and management of common affairs
2.1. The management of common business for joint activities and the management of common business is carried out by Partner 1.
2.2. In relations with third parties, Partner 1's authority to make transactions on behalf of the Parties is certified by a power of attorney issued by other Partners.
2.3. Accounting for the joint activities of the Parties is carried out by Partner 1.
2.4. Registration and storage of documents related to joint activities is carried out by Partner 1;
2.5. The Party charged with managing common affairs is not entitled, during the period of validity of this Agreement, to enter into transactions with third parties related to this Agreement, use funds, property in the interests of third parties, as well as use and dispose of products obtained as a result of joint activities of the Parties without the consent of the other Parties.
2.6. If one Party fails to fulfill its obligations, the Parties have the right to abandon joint activities and demand the return of property and funds transferred for joint activities by initiating a lawsuit.
2.7. All assets acquired in the framework of joint activities are accounted for on the balance sheet of Partner 1.
2.8. Each Party, regardless of whether it is authorized to conduct common business, has the right to get acquainted with all the documentation on the conduct of business, as well as to receive any other information on joint activities.
3. Common property of the Parties
3.1. The property contributed by the Parties, which they possessed by right of ownership, as well as the products produced as a result of joint activities and the fruits and incomes received from such activities, are recognized as their common shared ownership, unless otherwise established by this agreement and the law.
3.2. The property contributed by the Parties, which they possessed on grounds other than ownership rights, is used in the interests of the Parties and constitutes, along with the property in their common ownership, common property.
3.3. The use of the common property of the Parties is carried out by their common consent, and in case of failure to reach an agreement - in accordance with the procedure established by the court.
3.4. The obligations of the Parties for the maintenance of the common property are performed at the expense of Partner 1.
4. Profit sharing
4.1. The distribution of profits received from joint activities is made monthly, but no later than the 15th of each month. The methodology for calculating the net profit from joint activities is specified in section 5 of this Agreement.
4.2. All profits earned by the Parties as a result of their joint activities are distributed between the Parties in the following order:
4.2.1. From the moment of net profit to the moment of full payback:
· 40% to Partner 1;
· 22.5% to Partner 2;
· 22.5% to Partner 3;
· 15% to Partner 4.
4.2.2. After full payback:
· 60% to Partner 1;
· 15% to Partner 2;
· 15% to Partner 3;
· 10% to Partner 4.
4.3. Full payback is considered the moment when the sum of all income received by the Partners exceeds the amount of the invested contribution.
5. Methodology for calculating net profit from joint activities (Store)
5.1. The net profit from joint activities (of the Store) is the amount of money remaining after deducting all operating expenses and taxes from the total revenue of the Store for a certain period (for example, for a month).
5.2. The Store's revenue (the total revenue of the Store) is the amount of money received by the store from the sale of goods and services for a certain period of time (for example, for a month).
5.3. Operating expenses are the store's expenses for its daily activities related to the sale of goods and the provision of services. Operating expenses include:
· Purchase of goods: the cost of purchasing products and materials for sale (sandwiches, noodles, drinks, etc.).
· Rent of premises: monthly payments for the rent of the store.
· Staff salaries: the cost of paying store employees (cashiers, managers, etc.).
· Utilities: expenses for electricity, water, heating and other utilities.
· Marketing expenses: the cost of promoting the store, including advertising on social media.
· Equipment maintenance: expenses for the repair and maintenance of kitchen equipment, cash registers, etc.
5.4. Other operating expenses – other current expenses related to the store's activities.
5.5. Taxes – including: income tax (income tax), VAT, taxes and fees from the payroll (social tax, social contributions, CSHI, etc.) and other taxes and fees paid by the Store in accordance with the Code of the Republic of Kazakhstan "On Taxes and other mandatory payments to the Budget".
5.6. The formula for calculating net profit:
5.7. All expenses of the Store must be documented (primary documents in accordance with the Legislation of the Republic of Kazakhstan).
5.8. If one of the Partners doubts the correctness of the calculation of net profit, he has the right, at his own expense or on his own, to conduct an audit (verification) of the correctness of the calculation of net profit for any period of the store's activity. Such a check can be carried out no more than once every three months.
5.9. The Partner is obliged to notify Partner 1 of the planned audit (verification) of the calculation of the net profit of the Store at least 10 (Ten) business days before the planned start date of the audit (verification).
5.10. Partner 1 must not in any way interfere with other Partners in carrying out the verification, moreover, he is obliged to provide all necessary documents, records and access to information for the period being verified by other Partners, which he requests.
5.11. The audit (verification) of the net profit calculation should not interfere with the current operation of the Store.
6. Rights and obligations of the parties
6.1. Partner 1 is obliged to:
· use contributions from other Partners exclusively for the opening and operation of the Store;
· effectively manage the Store in order to increase net profit;
· provide an opportunity for other Partners to control the intended use of deposits;
· provide other Partners with a monthly report on the Store's activities, including information on income, expenses and profits (the format of the report is additionally agreed upon by the Parties);
· ensure the fulfillment of all obligations to third parties involved in the implementation of the project;
· provide access to other Partners to conduct an audit (verification) of the calculation of net profit in accordance with the terms of this Agreement;
· if new stores are opened, first of all, offer Partners the opportunity to carry out joint activities (on terms similar to those specified in this Agreement) and participate in the project before offering similar terms to third parties.
6.2. Partner 1 has the right to
· independently make decisions regarding the management of the Store, operational activities and project development within the framework of the terms of this Agreement;
· to attract additional investments from third parties to finance the project, if this does not reduce the Investor's property rights provided for in this Agreement;
· make changes to the range of goods and services of the Store, as well as optimize business processes to increase efficiency;
· to protect commercial secrets and confidential information related to the project, with the exception of mandatory reporting to the Investor provided for in this Agreement;
· terminate obligations to the Investor after fulfilling all the terms of this Agreement.
6.3. Partner 2, Partner 3 and Partner 4 are obliged to:
· provide deposits on the terms stipulated by the Agreement;
· participate in the project within the terms of the contract, without interfering in the operational management of the project, unless otherwise provided by the contract;
· assist in promoting the Store on social media and use your resources to increase the popularity of the project, if this is stipulated by the Contract.;
· do not disclose to third parties confidential information about the project obtained during the cooperation process without the consent of Partner 1, except in cases stipulated by law;
· if a decision is made to alienate his share/contribution in the Store (transfer or sell his share to a third party), he undertakes to notify the other Partners in advance and grant them the priority right to buy back the share/ contribution or offer them similar terms of cooperation.
6.4. Partner 2, Partner 3 and Partner 4 have the right to:
· Receive monthly reports on the Store's activities, including information on income, expenses and profits;
· monitor the intended use of the deposited funds (deposit);
· conduct an audit (verification) of the calculation of the net profit of the Store;
· preferential participation in joint activities and receiving a share/contribution in new stores opened by Partner 1;
· in case of closure of the Store, they have the right to receive their contribution from the sale of the Store's property in proportion to their contribution of participation in joint activities (the Store).
7. Project description and deadlines
7.1. The store will be located at 54 Tole bi Street, Almaty. The total area of the store is 180 m3.
7.2. Renovation work and preparation of the premises will begin no later than November 11, 2024 and will be completed no later than December 11, 2024.
7.3. The official opening of the Store and the start of sales is scheduled for December 11, 2024.
7.4. The project must reach a net profit within 6 (six) months from the date of its official opening.
8. Responsibility of the parties
8.1. In case of non-fulfillment or improper fulfillment of the terms of this Agreement, the Parties are responsible in accordance with the terms of this Agreement and the current legislation of the Republic of Kazakhstan.
8.2. Partner 2, Partner 3 and Partner 4 shall not be jointly and severally liable for any circumstances arising in relation to third parties as a result of Partner 1's activities to fulfill obligations under this Agreement.
8.3. Partner 1 shall, independently and at his own expense, pay in full penalties and fines for violations of business, tax, land, environmental, architectural, construction and other legislation of the Republic of Kazakhstan submitted by regulatory authorities. If these violations are caused by his fault, and also performs all necessary work to eliminate these violations.
8.4. Partner 1 is responsible for the organization of supplies, transportation, unloading and storage of all supplied materials, products and equipment that must be delivered to the facility. Deliveries are made exclusively in the name of the Partner 1. Under no circumstances should other Partners be responsible for the costs associated with the supply, processing, storage and payment of materials, products and equipment.
8.5. If the Store does not make a profit for more than 12 (twelve) months after the start of operation, Partner 2, Partner 3 and Partner 4 have the right to propose to Partner 1 to change the location of the Store (relocation).
8.6. If Partner 1 uses funds provided by other Partners for other than the intended purpose stipulated in the agreement, Partner 2, Partner 3 and Partner 4 have the right to demand payment of a penalty in their favor in the amount of two times the amount of this amount.
8.7. In the event of a delay in payments after the distribution of profits to other Partners for more than ten calendar days, the Partners have the right to require Partner 1 to pay a penalty in their favor in the amount of 0.5% of the amount of late funds for each calendar day of delay from the moment when this amount should have been paid.
8.8. In case of failure to provide or provide false reports on the Store's activities, Partner 1 is liable in the form of a fine in the amount of 500,000 (five hundred thousand) tenge and is obliged to eliminate the violation within 5 (five) business days from the date of notification of this by other Partners.
8.9. In case of non-fulfillment or improper fulfillment of obligations under the Agreement, the Parties are responsible in accordance with the legislation of the Republic of Kazakhstan.
9. Force majeure
9.1. The Party(s) are released from liability for partial or complete non-fulfillment or improper fulfillment of obligations if this was the result of force majeure circumstances that arose after the conclusion of the Agreement as a result of circumstances of an extraordinary nature that the Party could not have foreseen or prevented.
9.2. Force majeure circumstances are understood as: flood, fire, earthquake, natural disasters, epidemic, war or military actions, as well as decisions of state authorities or management.
9.3. Upon the occurrence of such circumstances, the Party experiencing their effect must notify the other Party in writing within a week.
9.4. The Party referring to force majeure circumstances must provide the other Party with official documents certifying the existence of these circumstances and, if possible, assessing their impact on the Party's ability to fulfill its obligations under the Agreement. Force majeure circumstances of a well-known nature do not require proof.
9.5. If a Party exposed to force majeure circumstances does not send the documents stipulated in the Agreement confirming the existence of these circumstances, then such a Party is deprived of the right to refer to such circumstances as the basis releasing it from responsibility for non-fulfillment or improper fulfillment of obligations under the Agreement.
9.6. In cases of force majeure, the deadline for the Party to fulfill its obligations under the Agreement is postponed in proportion to the time during which these circumstances and their consequences apply. If the force majeure circumstances and their consequences continue to be in effect for more than a month, the Parties shall conduct additional negotiations to determine acceptable alternative ways of fulfilling the Contract, or the obligations of the Parties are terminated by the impossibility of fulfillment from the moment the force majeure circumstances arise.
10. Dispute resolution procedure
10.1. The Parties shall determine the following mandatory procedure for the pre-trial settlement of the dispute:
· The claim must be submitted in writing and signed by a representative of the Party submitting the claim.
· The claim can be sent either by regular mail with a notification of receipt, or by electronic means – by e-mail, via electronic messengers (What's App or Telegram), using the details specified in the "Details and signatures of the Parties" section.
· The claim shall specify: the claims, the amount of the claim and its reasonable calculation (if the claim is subject to monetary assessment); the circumstances on which the claims are based and evidence supporting them; a list of documents and other evidence attached to the claim; other information necessary for dispute settlement.
· The claim is reviewed within seven calendar days from the date of receipt by the second Party, and the Party who submitted the claim is notified in writing of the results of the review. In the response to the claim, the Party who received the claim must indicate the reasons for the decision and proposals on the dispute settlement procedure.
· If the documents necessary for its consideration are not attached to the claim, they are requested from the Party that submitted the claim within a week from the date of receipt of the claim. If the requested documents are not received by the specified deadline, the claim is considered on the basis of the available documents.
10.2. If it is impossible to reach an agreement through negotiations, the dispute is subject to consideration in the court of the Republic of Kazakhstan at the location of the Store.
11. Privacy
11.1. The provisions of this Agreement, additional agreements and annexes thereto, documentation and information related to its execution are confidential. The Parties provide access to them only to persons directly involved in the fulfillment of obligations under the Agreement. Admission of other persons is carried out on the terms agreed by the Parties in the Contract.
11.2. The Parties undertake not to disclose to third parties or use for purposes other than the proper performance of obligations under the Agreement any information received from the other Party in accordance with, or regarding the Agreement, without the written consent of the providing Party, except for information that:
· was received by the receiving Party prior to receiving it on the basis of the Contract;
· it is generally known through no fault of the Party that received it, it was provided by a third party that did not violate confidentiality obligations to the providing Party by such provision.;
· was independently developed by the personnel of the receiving Party who do not have access to such information.
11.3. Notwithstanding the above, the receiving Party has the right to disclose information if such disclosure is necessary in accordance with the requirements of the law or to provide such information to judicial and other state competent authorities involved in the consideration of any issue related to the Contract. At the same time, the Party that received the information will make every possible effort to immediately notify the Party that provided it, and will make reasonable efforts to protect the information in connection with its disclosure. However, such disclosure will be made only at the request of an authorized person and only within the framework of such a request. The granting Party hereby grants the receiving Party the right to disclose information about the conclusion and execution of the Contract, as well as its contents.
11.4. These confidentiality provisions are valid for the entire term of the Agreement.
11.5. If an Agreement on non-disclosure of confidential Information has been concluded between the Parties to the Agreement, which is valid for the duration of the Agreement, then, in terms of possible contradictions, the provisions of such agreement will prevail over the provisions of the Agreement.
12. Withdrawal from the agreement
12.1. A Party wishing to terminate this agreement must notify the other Parties no later than three months before the expected withdrawal from the agreement. The application must be made in writing.
12.2. Within 3 months from the date of receipt of the application for withdrawal from the agreement, the Parties must divide the property that is jointly owned.
12.3. If it is impossible for Partner 1 to fulfill obligations based on an Agreement, where Partner 2, Partner 3 and Partner 4 are caused a significant violation by Partner 1, improper performance of the agreement, which leads to damage, Partner 2, Partner 3 and Partner 4 have the right to unilaterally cancel the agreement, and Partner 1 undertakes to return their deposits to them and compensate for the damage caused;
13. The procedure for the alienation of shares
13.1. The Parties have the right to freely dispose of their shares in common shared ownership, subject to the right of pre-emptive purchase by the other Party of such a share.
13.2. The procedure for using the pre-emptive right to purchase a share is determined in accordance with the current legislation and this Agreement.
14. Term of the agreement
14.1. This agreement comes into force from the date of its signing by the Parties and is valid until the obligations assumed by the Parties are fully fulfilled.
14.2. The grounds and procedure for termination of this agreement are determined by the current legislation of the Republic of Kazakhstan.
14.3. All amendments and additions to this agreement must be made in writing and signed by the Parties.
8. Final provisions
8.1. In all other matters not regulated in this agreement, the Parties will be guided by the provisions of the current legislation of the Republic of Kazakhstan.
8.2. The Agreement is drawn up in four copies in Russian, one copy for each Party.
8.3. All annexes to this Agreement are an integral part of it.
8.4. In case of closure of the Store, the Partners have the right to receive their share of the sale of the Store's property. All the Store's assets must be sold at market value, and the proceeds must first be used to pay off the Store's current obligations. The funds remaining after repayment of obligations are paid to the Partners in proportion to their shares in the Store specified in clause 1.3. of the Agreement.
8.5. After signing the Agreement, all preliminary negotiations on it, correspondence, preliminary agreements and protocols of intent on issues that, in one way or another, relate to the Agreement, lose their legal force.
8.6. The Agreement, as well as all legal relations arising in connection with the performance of the Agreement, are regulated and subject to interpretation in accordance with the legislation of the Republic of Kazakhstan.
8.7. The Parties have expressed a desire that the text of the Agreement be presented in Russian, which the Parties are fluent in, understand and do not need an interpreter.
8.8. After signing the Agreement, the Partners undertake to make the deposits specified in clause 1.3 of this Agreement in full within 3 (three) calendar days by transferring them to Partner 1's bank account or in cash.
9. Legal addresses, bank details and signatures of the Parties
Partner 1:
"P E" LLP,
RK, Almaty, Prospekt S A street
D. ... sq . m . (office) ..
BEAN:....
IIK: KZ....
BIC: TSESKZKA
F.H.J.Bank JSC
KBe 17
Director
____________________/ S. S.R.
signature/M.P.
Partner 2
I. A. Zh.
Kazakhstan, Almaty, Almaly district,
273/4 Tole bi Street, apartment 172
IIN …
Personal identification number 042874247
issued by the Ministry of Internal Affairs of the Republic of Kazakhstan dated 04/10/2018
IIC: KZ…
in Kaspi Bank JSC
BIC: CASPKZKA
___________________/ I. A.J.
signature
Partner 3
E. D. E.
Kazakhstan, Almaty, Almaly district,
273/4 Tole bi Street, apartment 172
IIN....
Personal identification number .....
issued by the Ministry of Internal Affairs of the Republic of Kazakhstan dated 12/14/2022
IIK: KZ....
in Kaspi Bank JSC
BIC: CASPKZKA
___________________/ E. D.E.
signature
Partner 4
A. A. N.
RK, Almaty, Medeusky district, street
Aldar kose, house No. 66, Apartment No. 8
IIN....
Personal identification number .....
issued by the Ministry of Internal Affairs of the Republic of Kazakhstan dated 06.11.2019
IIK: KZ....
in Kaspi Bank JSC
BIC: CASPKZKA
___________________/ A. A.N.
signature
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