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SK Ali Contract

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TRANSFER AND EXCLUSIVE AFFILIATION AGREEMENT

This Transfer and Exclusive Affiliation Agreement (the “Agreement”) is made and entered
into on this [DATE] by and between:

1. SK (the “Affiliate” or “Assignor”), an individual/entity whose principal address is


located at ___________________________; and

2. Ali Azhar (the “Assignee”), an individual/entity whose principal address is located at


___________________________.

WHEREAS the Assignor, acting as the sole affiliate on behalf of SwiftNine, is responsible
for bringing clients from Service Points for services related to Hong Kong company setup,
Airwallex account approvals, nominee services, and any related consulting services;

WHEREAS the Assignee agrees to manage and serve the clients as per the original
consulting agreement between SwiftNine and Service Points;

WHEREAS the Affiliate is entitled to a minimum fee of 500 for each client referred to
SwiftNine by Service Points;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements


contained herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

1. AFFILIATE STATUS AND PAYMENT TERMS


a. Sole Affiliate: The Assignor (SK) shall serve as the exclusive affiliate for SwiftNine
in relation to clients referred by Service Points. The Assignor is responsible for
facilitating client referrals to SwiftNine for Hong Kong setup, Airwallex account
approvals, nominee services, and related services.
b. Affiliate Fee: The Assignor is entitled to a minimum fee of 500 for each client
referred by Service Points that engages SwiftNine for services. This fee shall apply
regardless of the service package purchased by the client, provided that the client is
referred through Service Points.
c. Payment Terms: Payment of the affiliate fee shall be made within [X] business days
following the client’s confirmation of services with SwiftNine. The confirmation will
be based on the successful payment by the client for services rendered.
d. Payment Method: Payments to the Assignor will be made via [bank transfer/wire
transfer/other preferred method], with all necessary banking details provided by the
Assignor. Any changes to payment instructions must be provided in writing by the
Assignor.
e. Affiliate Reports: SwiftNine shall provide the Assignor with monthly reports,
detailing the number of clients referred through Service Points, the status of service
agreements, and any payments due. The reports will include all relevant financial and
service information required to calculate the affiliate fees.
2. EXCLUSIVE RIGHTS TO CLIENT REFERRALS
a. Exclusive Client Affiliation: The Assignor shall have exclusive rights to all clients
referred to SwiftNine by Service Points. No other affiliate, consultant, or entity shall
be entitled to claim affiliate fees or commissions related to these clients.
b. Referrals from Service Points: Service Points agrees to refer all relevant clients
requiring services for Hong Kong setup, Airwallex, and nominee services directly to
SwiftNine through the Assignor. The Assignor will be the point of contact and
affiliate for these clients.
c. No Interference: The Assignee and SwiftNine agree not to engage or contract any
other affiliate for the services covered under this Agreement for a period of [X] years,
ensuring that all clients from Service Points are routed through the Assignor.
3. DECLARATION OF PAYMENTS
a. Exclusive Payment Declaration: The Assignee (Ali Azhar) declares that all
payments generated from clients referred by Service Points will be directed to
SwiftNine for processing. The Assignor will receive the agreed affiliate fee of 500 per
client, as specified in Section b.
b. Payment to SwiftNine: All client payments related to the services provided by
SwiftNine, such as Hong Kong setup and Airwallex approvals, shall be managed and
processed solely by SwiftNine. The Assignee agrees to ensure timely and accurate
payment processing to uphold the terms of this Agreement.
4. CONFIDENTIALITY
a. Confidential Information: Both Parties agree to maintain the confidentiality of all
proprietary, financial, and client-related information exchanged during the term of this
Agreement. This includes any information pertaining to the referral process, payment
terms, or service agreements with clients.
b. Non-Disclosure: Neither Party shall disclose any confidential information to third
parties without the express written consent of the other Party, except as required by
law.
c. Survival: This confidentiality obligation shall survive the termination or expiration of
this Agreement for a period of five (5) years from the Effective Date.
5. NON-COMPETITION AND NON-SOLICITATION
a. Non-Competition: During the term of this Agreement, the Assignor agrees not to
engage with or refer clients to any direct competitors of SwiftNine for the same or
similar services provided under this Agreement, including Hong Kong setup,
Airwallex account approvals, and nominee services.
b. Non-Solicitation: Both Parties agree not to solicit any clients referred by Service
Points for services outside the scope of this Agreement for a period of [X] years
following the termination or expiration of this Agreement.
6. INDEMNIFICATION
a. Indemnification by Assignor: The Assignor agrees to indemnify, defend, and hold
harmless the Assignee and SwiftNine from any claims, liabilities, damages, or
expenses arising from any breach of this Agreement by the Assignor.
b. Indemnification by Assignee: The Assignee agrees to indemnify, defend, and hold
harmless the Assignor from any claims, liabilities, damages, or expenses arising from
the improper management or handling of client payments or services.
7. REPRESENTATIONS AND WARRANTIES
a. Assignor’s Representations:
The Assignor represents and warrants that:

 They have full authority and legal capacity to act as the sole affiliate for
SwiftNine under this Agreement.

 The clients referred through Service Points are legitimate and have expressed an
interest in engaging with SwiftNine for the services outlined.

b. Assignee’s Representations:
The Assignee represents and warrants that:

 They have the necessary resources and qualifications to manage the clients
referred through Service Points.
 All payments from the clients will be processed accurately and within the
specified timeframes.

8. LIMITATION OF LIABILITY
a. Limitation: In no event shall either Party be liable for any indirect, incidental, or
consequential damages, including loss of profits or business opportunities, arising out
of or in connection with this Agreement, even if such damages were foreseeable.
b. Cap on Liability: The total liability of each Party under this Agreement, whether in
contract, tort, or otherwise, shall not exceed the total amount of fees paid to the
Assignor for affiliate services.
9. GOVERNING LAW AND DISPUTE RESOLUTION
a. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of [jurisdiction].
b. Dispute Resolution: Any disputes arising out of or related to this Agreement shall first
be resolved through good-faith negotiation. If a resolution cannot be reached, the
dispute shall be submitted to binding arbitration under the rules of relevant Arbitration
Body, with the venue in [jurisdiction].
10. TERMINATION
a. Termination for Cause: Either Party may terminate this Agreement with immediate
effect if the other Party breaches any material term and fails to remedy such breach
within [X] days of receiving written notice.
b. Termination by Agreement: This Agreement may also be terminated by mutual
written agreement of both Parties.
c. Effect of Termination: Upon termination, all rights and obligations of the Parties
shall cease, except for any accrued payments and the confidentiality, non-solicitation,
and non-compete clauses, which shall survive.
11. MISCELLANEOUS
a. Amendments: This Agreement may not be amended or modified except in writing
signed by both Parties.
b. Assignment: Neither Party may assign or transfer their rights or obligations under this
Agreement without the prior written consent of the other Party.
c. Severability: If any provision of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall continue in full force and effect.
d. Counterparts: This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one and
the same instrument.
e. Force Majeure: Neither Party shall be liable for any failure to perform due to causes
beyond their reasonable control, including but not limited to natural disasters, acts of
God, or governmental actions.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year
first written above.

Assignor (Affiliate): SK
Date: ___________
Signature: ______________________

Assignee: Ali Azhar


Date: ___________
Signature: ______________________

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