THIS AGREEMENT is made this
BETWEEN of .
(hereinafter called "the Client" which expression shall in the case of his Representative, include his heirs, Executors, Administrators, personal representatives, successors and assigns and shall in the case of more than one person mean such persons jointly and severally and shall include the survivor or survivors of them and their respective heirs, personal representatives successors and assigns) of the one part
Ciltrust International Limited of 35 Barrack Road, Belize City, Belize, (hereinafter called "the Agent" which expression shall where the context so admits include its successors in title and assigns) on its own behalf and as agents for the appointees as hereinafter defined of the other part.
(a) The Client at the date hereof is the Representative of . (hereinafter called "the company") a company duly incorporated and existing under the Laws of Belize.
(b) The Client has requested the Agent to provide certain services which the Agent has agreed to do upon the Client entering into the covenants and giving the undertakings hereinafter contained.
NOW IT IS HEREBY AGREED as follows:
1. The Agent has provided and shall provide such services (hereinafter called "the services" which expression shall include any of the services) to or in respect of the company as the Client may from time to time request, in writing or in any other manner selected by Client and as the Agent in its absolute discretion agree to provide and without prejudice to the generality of the foregoing the services may include:-
(i) provision of being the registered agent and registered address of the company; The registered address is only to show where the company is registered and is not the management office address or where the business will be conducted from and should not be used at any time as this without having an agreement in place could lead to us resigning as registered agent.
(ii) provision of directors, alternate directors, officers and nominee shareholders; (if and where requested under another agreement covering this area).
(iii) opening of bank accounts (if requested)
2. The remuneration for the services the Agent shall receive from the company such fees and in such manners as set out in its fee scale when one is provided and signed by the client) as may be varied from time to time or as may be agreed with the Client. The Client will at all times guarantee the due payment and reimbursement to the Agent and the appointees by the company of all fees, disbursements and expenses in connection with the services. Payments for services will be required to be paid:
(i) prior to services being done
(ii) during the time the services is provided
(iii) within an agreed timeframe after the service has been provided
3. The Client will not execute nor ask the Agent to execute any transaction which are illegal in Belize or elsewhere, are ultra vires the Memorandum and Articles of Association of the company, are unethical or likely to impair the Agent's reputation, and without limiting the foregoing or other appropriate restrictions, the company will not be used for the following activities:-
(i) Money Laundering (ii) to receive the proceeds of drug trafficking (iii) to receive the proceeds of criminal activities (iv) Terrorist activities (v) trading in arms and weapons(vi) to assist in fraud(vii) pornography(viii) to carry on licensable activities e.g. banking, insurance, investment business without such licence. (ix) to enter into any other illegal activity
4. The Client, in consideration of the Agent agreeing to act in accordance with instructions which the Agent receives from the Client by any means of communication in order to allow the Agent to comply with such instructions herein contained, shall indemnify and keep indemnified the Agent in respect of instructions received by facsimile including any act done, failed to be done, or concurred in, which may have arisen out of, or by reason of the execution of instructions or duties, or supposed duties.
a) The Client authorizes the Agent to comply with all instructions contained in any means of communication purporting to originate from the Client, and agrees that any and all acts by the Agent in accordance with such instructions shall be binding upon the Client.
b) The Client shall and undertakes to assume the whole risk of fraudulent, unauthorized or otherwise improper use of any means of communication either located at the place of the Client or at other place(s) for giving instructions to the Agent;
c) In the case of a breach of Clause 3 above, the Agent shall have the authority to disclose, if necessary, his name and address to any competent authority and to surrender the company documents concerned.
d) The Client agrees to advise the Agent of any claim within a reasonable time. The conduct of any suit and/or negotiation of any settlement shall be entirely within the discretion of the Agent provided that no settlement shall be made final without the Client's written consent.
5. That the client hereby agrees to cooperate with the agent and provide all the legal documentation and information as it relates to the following:
6. All and any obligation hereunder to provide the services shall cease:
a) forthwith if the Client shall fail to observe any of the covenants, undertakings and agreements on the Client's part herein to be observed or, b) if either party shall have given to the other 90 days' notice in writing to that effect.
7. Any notice to be given hereunder shall in writing be addressed to the party concerned at it address shown herein or such other address as either party may from time to time have notified to the other for the purpose. Any notice:
a) delivered personally shall be deemed to have been given at the time of such delivery; b) sent by letter post shall be deemed to have been given 3 days after posting;c) sent by airmail letter shall be deemed to have been given 7 days after posting; d) sent by telex or facsimile shall be deemed to have been given at the time of dispatch; e) sent by cable shall be deemed to have been given 2 days after dispatch.
8. The Agent shall exercise complete confidentiality on all instructions or matters dealing with the company unless otherwise informed in writing by the Client.
9. THIS AGREEMENT shall be governed by and construed in accordance with the Laws of Belize and the parties hereto submit to the jurisdiction of the courts of Belize in connection herewith.
Signed on Behalf of CILTrust International Ltd.
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Document Name: Agreement For Registered Agent Service
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