Cozier & Associates
   P.O. Box 518
   Primrose Building
   Ramsbury Road
   Charlestown,
   Nevis, WI

   Tel 869-469-0488
   Or  869-469-1634
   Fax 869-469-0834
   info@cozierlaw.com




              Specializing in the Provision of Offshore Services



Terms & Conditions

Applicable to all services provided by Cozier & Associates

Definitions
1. The following terms shall where the context so admits have the meanings hereinafter assigned to them:

"Appointees"
means and includes any individual or company and the heirs personal representatives assigns and successors in title of each of them who shall act in any capacity whatsoever in connection with the Established Entity including but without limiting the generality thereof as a director, officer, employee, agent, trustee, manager, signatory or shareholder of any Established Entity.

"Client"
means and includes the beneficial owners, beneficiaries and instigators of an Established Entity and the Entity itself and any of them which may from time to time receive Services from the Service Provider and shall include in the case of an individual his heirs personal representatives successors in title 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 the heirs personal representatives successors in title and assigns each of them.

"Employees"
means and includes the partners, directors, officers, servants, agents and staff of the Service Provider.

"Established Entity"
means and includes any company, corporation, trust, partnership, association, individual or other entity or person for which Services are provided by the Service Provider to the Client.

"Service Provider"
means and includes Cozier and Associates and all subsidiaries and other firms, entities and individuals for the time being, associated with or employed by any one of them and the heirs, personal representatives, assigns and successors in title of each of them and any of them which may from time to time provide Services for the Client.

"Services"
means and includes all work to be done and services to be provided in the establishment or administration of or for or on behalf of an Established Entity by the Service Provider.
Words importing the singular shall include the plural words importing the masculine gender shall include feminine and the neuter and vice versa in each case and words importing persons shall include bodies of persons whether corporate or unincorporated.

Remuneration

2.1 The Service Provider shall be entitled to remuneration from the Client in accordance with its scale of fees in force from time to time in addition to reimbursement for all expenses, duties, taxes or charges and other liabilities incurred by it or the Appointees or Employees in the provision and performance of the Services.

2.2 In addition to the remuneration herein mentioned the Service Provider shall be entitled to a lien on all books, records, files or other matters or things of the Established Entity and the Service Provider shall be entitled to retain or dispose of such items at the its discretion pending payment in full of any debts with interest and costs due to the Service Provider from the Client. Correspondence files and records (other than statutory corporate records) of the Established Entity shall be and remain the property of the Service Provider.

3. The Service Provider shall be entitled to retain any benefit (whether direct or indirect) including but not limited to all commissions fees or other remuneration obtained: -

3.1 by reason of the Service Provider or any of the Employees or Appointees acting as manager, trustee, director or officer of or adviser to any company, investment fund or scheme the shares or units of which are comprised in the assets of an Established Entity;

3.2 on any purchase or sale of investments;

3.3 under any banking or investment advisory or other arrangements entered into on behalf of the Established Entity;

3.4 on the giving of advice or other services to or in respect of the Established Entity.

Clients Covenants

The Service Provider shall also be entitled to apply in settlement of any debts due to the Service Provider from the Client in respect of an Established Entity or Services any sums received by the Service Provider from, on behalf of, or for the Client in respect of any other Established Entity or Services notwithstanding that there is no connection or relationship between the said Established Entities or Services other than the fact that the Client is the same in each case.

4. All monies payable to the Service Provider shall be paid within 30 days and interest will be charged on overdue payments at the rate of 15% per annum.

5. The Client covenants for himself and those persons or entities authorized by him and their respective personal representatives successors and assigns that: -

5.1 any asset owned, introduced or caused to be introduced to the Established Entity has been owned, lawfully introduced and is not derived from or otherwise connected with any illegal activity;

5.2 the Established Entity will not be engaged or involved directly or indirectly in any unlawful activity or be used for any unlawful purpose and the Client will keep the Service Provider adequately and regularly informed of all business to be transacted in the name of or for the account of the Established Entity;

5.3 At the request of the Service Provider the Client shall be obliged to disclose or to procure the disclosure to the Service Provider of any and all information concerning the Established Entity or its business;

5.4 the Client will use his best endeavors to ensure that the Established Entity is run in a proper and business-like manner and complies with all applicable laws and regulations;

5.5 the Client has taken appropriate tax and other advice with regard to the establishment, conduct and use of the Established Entity;

5.6 no instructions given to the Service Provider will require or involve any unlawful act or contain any falsehood and that all information given to the Service Provider will be full, complete and accurate;

5.7 the Client will not use the Established Entity in any manner contrary to any applicable code of dealing in securities;

5.8 the Client shall procure that the Established Entity complies with all filing requirements in any applicable jurisdiction and that all taxes and governmental dues payable by the Established Entity are discharged;

5.9 the Established Entity will be kept in sufficient funds by the Client to honour its liabilities as and when they become due and the Client will at all times guarantee the due payments of any amounts due to the Service Provider which will be a first charge on the funds of the Established Entity with no requirement that recourse be had to the assets of the Established Entity or any other person before claim be enforced under such guarantee;

5.10 the Client shall notify the Service Provider before alienating, assigning, selling, pledging or otherwise disposing of or encumbering the Client’s interest in the Established Entity or any part thereof;

5.11 the Client will promptly inform the Service Provider of any potential or actual claim or demand or the commencement of any action suit or proceeding against the Established Entity.

Disclosure of Information

6.1 The Client acknowledges that in certain circumstances the Service Provider, Employees or Appointees may be obliged to give evidence and information to courts or authorities in connection with the affairs of the Established Entity. Disclosure will not be made to third parties unless required by law and specifically under the Confidential Relationship Act, 1985 or where the failure to make such disclosure would in the opinion of the Service Provider is prejudicial to them, the Appointees or the Employees.

6.2 Any notification which the Service Provider may be required or permitted to make to the appropriate authorities under money laundering, drug trafficking, anti-terrorist or other public interest legislation may be made by the Service Provider without any liability to the Client on the part of the Service Provider or its employees in contract or in tort or for breach of confidence or defamation or otherwise.

Instructions

7. The Service Provider is authorized to act and entitled to rely on instructions, requests or advice from the Client or any person they believe to be duly authorized by the Client in all matters concerning the Established Entity and its affairs. Such instructions requests or advice may be communicated orally or in writing or by electronic means or otherwise and with or without authentication.

Limitation of Liability and Indemnity

8. Neither the Service Provider, the Employees nor the Appointees shall incur any liability: -

8.1 for any failure on their part to comply wholly or partly with any instruction, request or advice which is not received or is incomplete, incorrect, illegible or ambiguous or for any lack of authority on the part of the person giving or making the same;

8.2 for the acts or omissions of any person or entity who or which is appointed, designated or empowered to act as director, officer, employee, agent, individual, trustee, manager, signatory or shareholder or holder of any general or special power of attorney with respect to the Established Entity.

9. The Client undertakes at all times to hold the Service Provider, the Employees and the Appointees harmless and to indemnify and keep them indemnified against all actions, suits, proceedings, claims, demands, costs, expenses and liabilities of whatsoever nature which may arise or accrue or be taken, commenced, made or sought from or against the Service Provider or the Employees or Appointees in connection with the Established Entity or arising from the provision of the Services of any of them.

10. The Service Provider is authorized to take any steps which in its absolute discretion it thinks fit to protect or further the business or assets of the Established Entity and to employ such advisers as it in its discretion considers appropriate and to do or cause to be done such other acts or things as it deems to be expedient in the interests of the Client and any expenses incurred shall be borne by the Established Entity.

11. The Service Provider shall have the right to participate in and to the extent that it may wish to defend, settle or compromise in consultation with the Client but at the discretion of the Service Provider any action suit proceeding claim or demand made against the Established Entity.

12. Where a business or any interest therein is contained in the assets of an Established Entity neither the Service Provider, the Employees nor the Appointees shall be bound or required to interfere in its management or conduct.

Use of Service Provider’s Address, etc

13. The address, telephone and facsimile numbers of the Service Provider and the names of the Appointees and Employees shall not (without their consent) appear on any notepaper or other documentation of the Established Entity or in any advertising material nor shall the Client represent himself as having authority to bind the Established Entity where no such authority has properly been given.

Breach by Client

14. In the event that: -

14.a any demand is made against the Established Entity for payment of any sum due by the Established Entity to any person including but not limited to any taxes, duties, fees or other governmental or state impositions and any fees and expenses due under clause 2 and such payment has not yet been made; or

14.2 the Service Provider requires instructions from the Client and has been unable to obtain instructions which in its absolute discretion it considers adequate and proper; or

14.3 the Service Provider, Employees or Appointees have received instructions from the Client or any authorized person which they believe it would be inadvisable to follow in the interests of the Client or the Service Provider; or

14.4 any action is deemed to be required by the Service Provider, the Appointees or the Employees at their discretion;

then provided that the Service Provider shall have given notice to the Client that the provisions of this clause shall apply and provided that the Client shall not have complied with the notice within the period stated therein then the Service Provider may proceed in any one or more of the following ways: -

- take such further action as it may in good faith and at its sole discretion deem to be in the best interest of the Established Entity, the Client, the Service Provider, the Appointees and/or the Employees;

- take no further action at all in relation to the Established Entity or in relation to a particular matter;

- utilize any assets of the Established Entity in or towards the satisfaction of any such demand;

- have the Established Entity dissolved, struck off or otherwise terminated;

- transfer all or any shares in or capital of or other interest or assets in the Established Entity into the name of the Client.

No liability shall attach to the Service Provider, the Employees or Appointees in respect of or arising out of any action or inaction, which is in accordance with the provisions of this clause 14.

15. All and any obligations to provide the Services shall cease, the Service Provider may withdraw the services or any of them and the Appointees may resign: -

15.1 forthwith if the Client shall fail to observe any of the terms, conditions and obligations herein contained; or

15.2 if the Service Provider shall have given notice to the Client to that effect upon notice having so been given;

and the Service Provider shall then be entitled to proceed in one of the ways referred to in clause 14 and the Client shall forthwith provide alternative facilities for the Established Entity.

16. The Client’s covenants shall remain effectual notwithstanding the cessation of the whole or any part of the services and the Service Provider or Appointees shall be entitled to make such retentions and receive such indemnities as it may require in respect of any actual or contingent liabilities.

Notice

17. Any notice required to be given hereunder shall be in writing and in English addressed to the party concerned at its address from time to time notified to the other for the purpose failing which the last known usual address of such party. Any notice:-

17.1 delivered personally shall be deemed to have been given at the time of such delivery;

17.2 sent by courier post shall be deemed to have been given 7 days after posting;

17.3 sent by airmail letter shall be deemed to have been given 12 days after posting;

17.4 sent by telex, telefax or e-mail should be deemed to have been given at the time of transmission;
Joint Clients

18. Where two or more persons constitute the Client they shall be joint tenants with rights of survivorship unless written notice to the contrary is given to the Service Provider and each such person or entity hereby constitutes each and every other such person or entity to be his or its agent to exercise full power and authority in respect of him or it and each such person or entity agrees that their obligations are joint several and indivisible.

Force Majeure

19. Both parties shall be released from their respective obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties or either of them renders their performance hereunder impossible.

Whole Agreement

20. These terms and conditions constitute the entire terms and conditions and may not be amended, altered, varied, transferred or assigned by the Client, their servants or agents without the prior written consent of the Service Provider.

21. The Service Provider reserves the right from time to time to vary or modify these terms and conditions and its scale of fees as it thinks fit. Any variation sought by the Client to the terms and conditions from time to time published may only be made by written agreement.

22. These terms and conditions will apply in respect of all Services actually provided by the Service Provider whether or not there shall be in existence any written or other express acceptance thereof by the Client.

Governing Law

23.1 These terms and conditions shall be governed by and construed in accordance with the Law of the Federation of St. Christopher and Nevis and the Client irrevocably agrees for the exclusive benefit of the Service Provider that the Courts of the Federation of St. Christopher and Nevis are to have jurisdiction to settle any disputes which may arise out of or in connection with these terms and conditions that accordingly any suit action or proceeding arising out of or in connection with these terms and conditions (in this clause referred to as the "Proceedings") may be brought in such Courts.

23.2 Nothing contained in this clause shall limit the right of the Service Provider to take Proceedings against the Client in any other Court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction whether concurrently or not. The Client irrevocably waives (and irrevocably agrees not to raise) any objection which it may have now or subsequently to the laying of the venue of any Proceedings in the Courts of St. Christopher and Nevis or any other Court nominated by the Service Provider hereunder and any claim that any such Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgement in any Proceedings brought in any such Court as is referred to in this clause shall be conclusive and binding upon the Client and may be enforced in the Courts of any other jurisdiction.

23.3 The Client may appoint upon prior consultation with the Service Provider an appropriate Solicitor, or firm of Solicitors as agents to accept on its behalf service of any writ, judgement or other notice of process in connection with Proceedings in the Courts of St. Christopher and Nevis.
Void Clauses

24. Should any clause in these terms and conditions be found to be void for any reason the other clauses herein contained shall remain as valid and effectual as if the void clause had never been a part of these terms and conditions.