Partnership Agreement for the Purchase and Management of Rice Paddy Stock Between Integrated Factory Foods Company Ltd (Company) And (The Partner)

This Partnership Agreement (the “Agreement”) is entered into this day of  2020 (effective date) by and between INTEGRATED FACTORY FOODS COMPANY LTD, a company duly incorporated under the laws of the Federal Republic of Nigeria and whose registered address is at No.14 Little Road, Sabo Yaba Lagos (hereinafter referred to as the “THE COMPANY” which expression shall wherever the context so permits include its heirs, assigns administrators and successors in title )of the one part And The Participant, which in this case is an individual /company duly incorporated under the laws of the Federal Republic of Nigeria and whose registered address is located at the registered address (Hereinafter referred to as the “THE PARTNER” which expression shall wherever the context permits include its heirs, assigns, administrators and successors in title) of the other part

WHEREAS

1. The Company is engaged  in the business of food processing and distribution who by itself and in conjunction with its sister companies is a rice value chain practitioner, owner of the NaijaSweetRice® trademark with assets in paddy production, processing and distribution in Nigeria. In line with The Company’s plan to expand operations and meet the growing demand for its products, It is seeking the partnership of interested third parties to participate in pooling funds for bulk paddy procurement to meet its’ projected paddy consumption requirement for future processing needs to avoid paddy stock out in off farming season
2. The Partner is an interested third party who has expressed interest in partnering with the company for the purpose of aggregating rice paddy for The Company’s processing needs. Against this background, both parties have agreed to enter into a mutually beneficial partnership for the Bulk Procurement and Management of Rice Paddy according to the terms spelt out below:

• Purpose

This agreement provides a framework for the Bulk Procurement and Management of Rice Paddy tagged NaijaSweetRice® Paddy Aggregation Program (PAP).

• Contributions

The Company shall avail to the partnership, its’ know-how, industry knowledge, experience, processing facilities and distribution network to source high quality rice paddy and process same into head rice to be distributed through its national distribution network, while The Partner, subject to its risk appetite and investment goals will purchase a partnership slot in this Paddy Aggregation pool to enable The Company fulfill its aforementioned objectives

• Project Proceeds

From the proceeds accruing from sales of the processed Head rice, the Partner will earn a return on capital at agreed interest percentage per annum, these interest payments will be remitted directly to the Partner’s bank account every quarter till maturity of principal investment.

• Duration

This Partnership Agreement is for an initial period of 12-36months subject to the investment options exercised by The Partner at subscription. There will be no additional obligation required of the Partner after the purchase of the NaijaSweetRice® PAP slot

• Project Funding

The Company will finance the processing and conversion cost of Paddy to Head Rice as part of its’ normal business operations as a Paddy Processor.

• General Obligations of the Company.

The Company will receive the pool of funds for Paddy Aggregation it its’ bank accounts, coordinate the purchase of Paddy Rice from its accredited vendors, process the paddy stock into head rice for distribution to its’ network of dealers nationwide, at all times , the company will ensure that its entire stock inventory is adequately insured against Burglary and Fire while in the Company’s warehouses , the Company will also procure and maintain Goods in Transit Insurance policy for stock shipped and bound for distributors

• Protections and Guarantees

1. All in Comprehensive Insurance (Fire and Burglary) for Paddy Inventory, GIT Insurance for Head Rice bound for distributors.
2. The face value of your subscription is guaranteed by the equivalent quantity of head rice priced at 0.5% below factory gate prices.
3. The partners will receive a Notarize Partnership Agreement evidencing your participation in the scheme.

• General Obligations of The Partner

The partner, at expression of interest will opt for the appropriate partnership package of interest, make payment to the Company’s bank account, receive a partnership contract and start receiving investment proceeds as per schedule.

• Extension & Termination

This partnership agreement will automatically be renewed at expiration except a written instruction is communicated before maturity date. However, termination of this partnership obligations before due date will result in loss of all outstanding interest.

• Notices

All notices given under this agreement shall be in writing, a notice is effective upon receipt and shall be sent by delivery in person, overnight courier service, certified or registered mail, electronic mail or any other electronic transmission, it is valid when the recipient either directly or through his agent, acknowledges receipt.

• Amendment

This agreement may be amended or modified only by a written agreement signed by both parties.

• Governing Law

This agreement will be governed by and construed according to the laws of the Federal Republic of Nigeria.

• Dispute Resolution

If the parties disagree on a material issue, and cannot agree on a mutually satisfactory solution, then deadlock shall be deemed to have occurred, if a deadlock occurs, the parties agree and understand that they will engage in mediation, however, if the dispute cannot be resolved through mediation, then it will be resolved through binding arbitration conducted in accordance with the laws of the Federal Republic of Nigeria, the arbitral award shall be final and binding on all parties

• FORCE MAJEUR

Neither party is responsible for any failure to perform its’ obligations under this contract if it is prevented or delayed in performing those obligations by an event of FORCE MAJEURE.

• COMMENCEMENT

The agreement will come into effect once payment for the preferred aggregation slot is received from The Partner and a Partnership Agreement issued, the Partner will begin receiving the interest payments from the Company 90days from the closing date