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MEMORANDUM OF UNDERSTANDING

(MOU)

BETWEEN:

SERAFINA LTD.
Whose corporate office is at No.13 Hill Crest Gardens, Mabushi,Abuja FCT.
AND

COASTAL ISSUES & GENERAL SERVICES LTD.


Whose corporate office is at No. 35, Airport Road Warri, Delta-State .

(1) WHEREAS:
a) Objective of this MOU is to define the terms of engagement for Parties, who
are interested in leveraging on each other’s area of expertise for the purpose
of engaging Vessel owners, leasing vessels and supplying same for the sole
purpose of exploring emerging Marine Support opportunities across Nigeria,
West Africa and beyond.

b) The Parties intend to enter into this MOU in regard to the supply of vessels of
any kind and also to record their understanding as agreed, on Monday, 24 th
June 2019.

c) The negotiations will be conducted in English and all legal agreements


relating to the Partnership will be prepared in English.

d) The parties irrevocably agree that the courts of Nigeria would have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection
with this memorandum of understanding and negotiations relating to this
subject matter or formation, which could not be settled by the arbitration panel
set up for the purpose of settlement.

e) IT IS HEREBY AGREED BY THE DIRECTORS AND MANAGEMENT


OF BOTH COMPANIES TO FREELY ENTER, AND HAVE ENTERED
THIS MEMORANDUM OF UNDERSTANDING THIS 24th DAY OF JUNE
2019 (WITHOUT PREJUDICE TO ANY OTHER MARITIME
AGREEMENT WHICH PARTIES MAY AGREE HITHERTO OR AS (AN
ADDENDUM) STATED HEREUNDER:

NOW, THEREFORE, in consideration of the mutual covenants and


promises set forth below, the Parties hereby agree as follows:

(2) ARTICLES OF THIS MEMORANDUM OF UNDERSTANDING

A) COASTAL ISSUES & GENERAL SERVICES LTD whose corporate address


is at No. 35, Airport Road Warri, Delta-State, (and whose agents, privies and
assigns wherever the context shall apply hereinafter) shall be referred to as OUR
TECHNICAL PARTNER having proposed and agreed to enter into this presents

B) The Vessel Owner, will agree with Serafina Ltd., to hire, commit to a contract
and to lease vessel for a schedule tenure (renewable on the agreement of Parties)
for the purpose as stated above.

(3) PURPOSE OF THIS MEMORANDUM OF UNDERSTANDING


a) The parties have agreed to enter into an agreement to leverage on each other's
areas of expertise and deliver bespoke and competitively priced service
solutions in West Africa, in shipping and maritime service, in such areas as
marketing, technical and logistical services agreement for the purposes of the
procurement, sales and supply of marine, VLCC’s, Suezmax, LPG, LNG &
security vessels within the West African Region (focused on, but not limited
to the international shipping sector).

b) This memorandum of understanding is confidential to the Parties and their


advisers. No third Party, shall have rights to intervene or interfere in the
working of this understanding,

(4) STRUCTURE

A) It is proposed that the transaction will be conducted through the already


existing companies of the Parties.
(5) CONDITIONS, APPROVALS AND PROFIT SHARING

This MOU will be conditional on:

a) Coastal Issues and General Services Ltd. Will be paid a commission of


500USD per day for every transaction to share with other brokers which is
subject to review and negotiation.

b) Any third party, regulatory or tax consents required for this transaction being
received in terms satisfactory to both parties;

c) There not having occurred any material adverse change in the business,
operations, assets, position (financial, trading or otherwise), profits Serafina
Ltd. business between the signing of this memorandum of understanding and
closing;

d) No legislation or regulation being proposed or passed that would prohibit or


materially restrict the implementation of the definitive agreements or the
participation of either party;

e) Each party producing a legal opinion, in a form satisfactory to the other,


confirming that it has the capacity to enter into the agreement.

(6) ACCOUNTS

a) Agreed account for PAYMENT will be shared with SERAFINA

(7)RESTRICTIONS ON PARTIES

a) Parties undertake not to compete with the business of the partnership and not
to solicit its customers or employees.

b) Parties undertake not to interfere in the running of each others area of


responsibility and management as spelt out in this Agreement.
(8) INDEMNITY AND FORCE MAJUARE

a) Parties agree to indemnify each other from all liabilities (civil and criminal)
arising from respective operations during the life of this contract.

b) Parties agree to predicate the entire articles of responsibility and obligations


to the rules governing force majuare (otherwise known as Act of God), in this
present.

c) The following events will quality as force majuare events, which excludes
inability to pay money owed to a Party:

Strikes and lock outs, acts of Governments – National, State and Local or their
Agencies, so empowered by Law, adverse weather conditions that made it
unsafe to operate

(9) CONFLICT RESOLUTION AND ARBITRATION

a) Parties agreed that all conflicts arising from any disagreement during the life
of this present shall first be resolved among the Parties with their advisers and
where unresolved, shall be taken to a certified body of arbitrators.

b) Each Party shall appoint and nominate one arbitrator of choice.

c) Arbitrators so nominated in 9(A&B) shall in turn appoint and nominate one


more arbitrators to form a panel of three arbitrators, with both parties bearing
the cost for the fees of the third arbitrator.

d) The resolution of the arbitration so constituted as stated in 13(a-b) shall be


binding on both parties and should serve as a final term for the conflict.
(10)TERMINATION AND LIQUIDATION

a) If either party materially breaches the agreement governing the partnership,


becomes insolvent or is the subject to a change of control, the other party shall
be entitled to review and potentially terminate the agreement.

b) Parties are at liberty to withdraw from this Agreement with or without any
reason, in so far as such termination shall be with a three (3) months notice by
the intending party in writing, and must not be in contravention of any existing
contract or unexecuted obligation binding on the Party.

(11) EXCLUSIVITY

It is hereby agreed that Coastal Issues Ltd by this agreement appointed


SEAFINA LTD. As her Client for the purpose of this agreement / transaction or any
other transaction which may arise.

Coastal Issue shall therefore not deal with any other Company, person or agent as
far as this transaction is concern.

(12) NON-DISCLOSURE

This agreement is confidential as neither party shall disclose to any third party
or personnel any information or business discussed herein.