JOINT COLLABORATION AGREEMENT FOR COMMODITIES AND MGO FOR

INTERNATIONAL & LOCAL MARKET

JCA Number JCA-XXX/REN-ZMG/V/2019

JCA Date ___th Mei, 2019
Funder/Investor
Supplier/Seller Mr. Ruli Eko Noviantoro
Operation Handler Zhongmao Group
Funding Value (USD $.1,000,000,000.00 (One Billion United States Dollars)
Issuing Bank Standard Chartered Bank London
Handling Bank Agriculture Bank Of China

PURPOSE OF THIS JC-AGREEMENT

The primary objective of this [JCA] agreement is to SET-UP a standard procedure & system,
to DEVELOP understanding between all Parties, To ESTABLISHED all the necessary
DOCUMENTATIONS and BUREAUCRACY Rules & regulations, To DELIVER the said
commodity/product appropriately, To DELIVER THE PAYMENT & FINANCIAL matter/item
appropriately and accordingly, To PERFORM & DELIVER OPERATIONS for
domestic/International, to set-up a Profit Sharing, Commission, Discount, Numerations,
Salaries & all payment involves accordingly, to define all the rolls and extensions of the Business
Dealt Local & Internationally, To execute/establish on BANKING PROCEDURES such as:-
IDLC, USANCE LC, SBLC, BG, BANK DRAFT AND OTHER ACCEPTABLE PAYMENT
INSTRUMENT. Hereby it is declare; This JCA – Joint Collaboration Agreement [JCA] is made in
JAKARTA, INDONESIA and entered on this date: ___ Mei, 2017, hereinafter referred to as This
Agreements] :-
-JCA PARTIES:-

FIRST PARTY [INVESTOR/FUNDER]; PARTY “A”

MR. RULI EKO NOVANTORO IN INDONESIA WITH AUTHORIZED

REPRESENTATIVE: MR. ING MAARTEN LUTHER SAPULETE AS SHAREHOLDER/BOARD
OF DIRECTOR/AUTHORIZED PASPOR INDONESIA NUMBER ......................WITH ITS
REGISTERED BUSINESS ADDRESS......................................[HEREINAFTER REFERRED TO
AS “INVESTOR” OR “FUNDER” OR “FIRST PARTY”] OF ONE PART; -
SECOND PARTY [OPERATION/HANDLER]; PARTY “B”

ZHONGMAO GROUP [COMPANY REGISTRATION NO. ............................., A COMPANY

INCORPORATED AND REGISTERED UNDER COMPANIES ACT, IN CHINA WITH
AUTHORIZED REPRESENTATIVE: MR. .................... AS SHAREHOLDER/BOARD OF
DIRECTOR/AUTHORIZED SIGNATORY WITH ITS REGISTERED BUSINESS ADDRESS;
............................................... [HEREINAFTER REFERRED TO AS “OPERATION HANDLING”

ARTICLE 01 – RECITAL

WHEREAS:-

1. The First Party has a capacity to provide and structure potential funding for a Creditperiod of
365 days with Bank Guarantee (BG) SWIFT MT 760 (Please refer Annex A)or any bank
Instruments from a respective bank either Locally or Internationally.
2. The Second Party and the Third Party has a capacity and credibility’s to secured a contract or
business dealt in their area of expertise in Commodities trade and MGO products and all
derivatives product throughout their Local channel and International network.
3. The Third Party has a bank facility with BRI SINGAPORE branch and can be utilize by back
to back collateral for the purpose of any business dealt as mentioned here into this JCA.
4. NOW THEREFORE, in consideration of the mutual covenants set forth, the Parties do hereby
agree as follows:

ARTICLE 02 - INTENTIONS OF THE PARTIES

1. All Parties [Party A and Party B ] irrevocably and confirmed without doubt & force to
materialized/put into action, all the entire terms/conditions set forth into this JCA Agreement
and has the ability to secure the said contract and financing as stated herein to this agreement.

ARTICLE 03- CLIENT INFORMATION SHEET [CIS]

1. MR.RULI EKO NOVIANTORO - Please Refer Annex B.

2. ZHONGMAO GRUP – Please Refer Annex C.
3. COMPANY REGISTRATION – APPENDIX I, II (FOR ALL PARTIES).

ARTICLE 04- BANK GUARANTEE/INVESTMENT COLLATERAL

1. Bank Instruments Particulars: [DESCRIPTION OF BANK INSTRUMENT]

Instrument
Term
Issuing Bank
Age
Currency
Face Value
Contract Figure
Tranches
Payment
Delivery
Beneficiary
 Verbiage
Bank Name
Bank Address
Swift Code
Account Name
Account Number
Bank Officer Name
Bank Officer Telp
Bank Oficer Email

ARTICLE 05- NATURE OF BUSINESS AND COOPERATION OF JCA

The Parties wish to establish a Joint Collaboration Agreement [JCA] for the purpose of carrying
out a business deal for:-
“TRADING, SUPPLY OF ALL COMMODITIES, FOOD PRODUCT, MARINE GAS
OIL, CONTRUCTION AND REAL ESTATE, MILLS & REFINERY AND ALL
DERIVATIVES PRODUCT IN THE NEAR FUTURE”

ARTICLE 06- SCHEME OF COOPERATION

The Parties wish to establish a Joint Collaboration Agreement for the purpose of carrying out trade
and supply of “COMMODITIES, MGO & ALL DERIVATIVES PRODUCT” as follows:-
1. SUGAR, RICE, COOKING OIL, FLOUR, MILK, POULTRY, MEAT, OIL & GAS
COMMODITY & ETC & ALL IT DERIVATIVES COMMODITY/PRODUCT.
2. The 2 Party and 3rd Party is a commodities trader with established network of st clients
globally and internationally.
3. The 1st Party has capacity/credibility in providing a Capital Funding from a reputable
banking in INDONESIA; The 1 Party as part of their expansion plan is st looking for a
chain network to grow and expand together.
4. The Parties are desirous to enter into a Joint Venture Partnership for the purpose of securing,
exporting and trading of the said commodities [hereafter known as
commodities/products] and its derivatives. The Parties are bringing together their individual
expertise and market network for the realization of common interest of this smart JV
partnership.
5. The Parties wish to enter into an agreement to carry out the purpose of the Joint
Collaboration/Venture and to define the respective obligations of the Parties with respect to
the JCA.

ARTICLE 07- BANK COORDINATE

1. The Parties have agreed that the Bank Coordinate used in issuing and receiving of any
Instrument Bank from the First Party (Issuing Bank) to the Third Party (Receiving
Bank) is as follows

A. FUNDER/FIRST PARTY ISSUING BANK COORDINATE:-

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCUN NUMER
ACCOUNT TYPE
 BANK OFFICER
NAME
BANK TELP
BANK FAX
BANK OFCER EMAIL

B. BENEFICIRY/ PARTY B ISSUING BANK COORDINATE:-

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCUN NUMER
ACCOUNT TYPE
BANK OFFICER
NAME
BANK TELP
BANK FAX
BANK OFCER EMAIL

2. Delivery of Instrument and Contract Amount: The Instrument and the Contract Amount
shall be exchanged between the Investor/Funder and the Beneficiary as follows:-
a. Upon the execution of this Agreement by all parties involves hereinto, Party A
within three [03] banking days of said execution, shall issue the Bank Guarantee
(BG) via swift MT760 to BRI Bank SINGAPORE.
b.
c.

3. The First Party agrees to have the Instrument available and issued to the Third Party bank
with no prior liens, encumbrances or leverages against it. The Instrument must be
free and clear in all ways to be available for issuance to the Third Party without failure.
4. Within these Agreement terms and all contract involve hereinto this agreement, all parties
involve will born/pay back all the loans, interest, commission, profit sharing and all bank
charges accordingly and appropriately following all the terms/conditions gazette
into this agreement and all other agreement related into this business deal.
5. Receiving Bank to verify the instrument is authentic; Issuing Bank to confirm the funds
backing up the instrument are clean and clear of non-criminal origin and free of liens and
unencumbered.
6 The Second Party and Third Party attests that the Instrument will be used for the Purpose of
fund raising for the Project, and at no time will be used to raise funds for any illegal
or illicit activities.
7. A copy of the SWIFT Message must be supplied by the Issuing Bank Officer to the Receiving
Bank Officer via email. A copy of the SWIFT Message must also be provided by the
Issuing Bank to the Third Party, for further transmission to the First Party to ensure that
both the receiving Bank and the Third Party can track the receipt of the Instrument and it's
registration via the code provided by the Issuing Bank and the time of SWIFT Delivery.

ARTICLE 08– CODE OF CONDUCT

1. All parties agreed that all taxes involved are under their respective account and all profit/loss
declared will be made immediately upon the profit sharing after final declaration being
carried out.
2. All party involves will follow & perform their Standard Operating procedures [SOP],
duties & responsibilities, Term & Conditions in securing all necessary elements such
as bureaucracy, documentation, operation, marketing, selling, payment, taxation,
transportation, schedules, delivery, management, implementations, and all related items toward
securing the said contract.
3. All parties agree on transparency and good work order. No hidden agenda or any attempt to
promote or provoke any parties in this JV Funding Agreement.
4. All parties involve including the representatives will at all-time maintain a good relationship
and work order among all the parties involve herein to. Any dispute and misinterpretations will
be rectified immediately and will not be left off without first solving the issue/s. All parties will
perform their duties and responsibilities accordingly. In the event, any party involved
herein failed to perform their duties and responsibilities according to this agreement or
any future amendments or SOP, the remaining parties obtained the right to take appropriate
action or in the final stage to take final actions after a full consideration and the subject
party had being given a clear written notice and the subject party could not or unwilling
or due to current situations did not perform his duties and responsibilities.
Nevertheless, the appropriate actions will be considered as the best solution without
injuring or injustice action against the subject party.

ARTICLE 09– COST, OPERATIONS, PROFIT SHARING & PAYMENT MECHANISM

1. All cost involves, management, bureaucracy, operation and all related items will be
performed and handle by party B accordingly.
2 The fund will be used accordingly and appropriately.
3. All payment and financial matters will be executed stages by stages due to project financial
requirement.
4. The disbursement of profit sharing by Party B to all parties involve herein to will be carried out
as progress payment
5. All Parties hereby agree that the fees [Profit sharing] will/can be delay due to any
circumstances or any event arise in the payment Instrument from the End- Paymaster
or any delay of payment in Buyer Bank Instrument confirming handling bank or any
other mechanism of payment involves herein to. Nevertheless, Party B will have
authority and put into his best interest/knowledge to secure all financial matters upon project
payment security.
6. Notwithstanding anything contained herein to the contrary, it is expressly agreed the “profit
sharing Payment” will be payable to all Party in FULL AMOUNT accordingly without
delay and without doubts in the manner of completion of the said above task. To be exact, the
payment will continue for the whole project period of time operations carried over and in any
roll and extension to the said business dealt or any future business dealt succeed accordingly.
7. In the future, if any changes, adaptation, additional clause, improvise and other important
elements need to be gazette in order to enhance and restructure this JCA aligning with the
demand and requirement of the current status of the project, it will all come under annexes and
appendixes to this JCA. Nevertheless, annexes/appendix this JCA.
8. All Project will be handled and determined solely by Party B and are confidential

ARTICLE 10 – PROFIT SHARING & NUMERATION

1. In consideration of the Investment, Services, Management and Operation provided by all

parties involves hereinto, all parties are entitle for profit sharing as mentioned below.
2. Party A is entitling for 70% from the Net Profit from any project funded under this
scheme/JCA.
3. Party B is entitling for 30% from the Net Profit from any project funded under this
scheme./JCA
4. All payment will be executed accordingly and referring to achievement of all business
dealt via SPA, Contract, Invoices, PO and/or any Sales & Purchase documents and
other Contract in the near future, upon/after completion of the said task prior to subject related
accordingly.
5. In any situation, if the Buyer instrument of payment being cleared parcel/phase payment
received by Party B/C, then all parties will only be entitle to receive the same amount of sum
payment calculated according to the volume of payment which received appropriately.
6. Notwithstanding anything contained herein to the contrary, it is expressly agreed the Profit
Sharing payment declared as SI [Standing Instruction] shall be payable to all parties involves
hereinto in FULL AMOUNT accordingly without delay and without doubts in the manner
of completion of the said above task. To be exact the payment shall continue for the whole
project period of time operations carried over and in any roll and extension to this JCA and the
Sales and Purchase Agreement.
7. There shall be no other claim, expenses and/or cost of whatsoever nature other than the agreed
Fees/payment claimable stated into this JCA agreement unless otherwise agreed by all parties
involves hereinto this JCA in writing.

ARTICLE 11 – EXECUTION OF CONTRACT

1. All Parties To This Contract Represents And Warrants To The Other That It Has Full Legal
Authority To Execute This Collaboration Agreement And That All/Each Party Is To Be Bound
By The Terms And Conditions As Set Forth Herein.
2. This Collaboration Represents the Entire Agreement between the Parties and Any
Amendment will Be in Writing, Agreed and Executed by All Parties involves herein to. This
Collaboration Agreement Is NOT Assignable and Transferable by Any Party involves herein to.
3. After Execution of This Collaboration Agreement, All Previous Verbal and/or Written
Arrangements Concerning the Subject of This Agreement will Be Considered Null
And Void. Present Collaboration Agreement will be in the English Language in Two [2]
Copies. Any Amendments to This Collaboration Agreement will Be Valid Only If Agreed in
Writing and Duly Signed by All Parties involved.
4. The Validity/Execution of This Contract Is from the date of signing by each party and will
sustained for the entire project period of time with all rolls and extensions.
5. All Parties agree that at any time during the continuance of this JCA, the Parties will have the
right to amend this Agreement, so long as the amendment is agreed and accepted by all
Parties involves hereinto with signatures and stamp, and any amendment so made will
have the same effect as if it originally formed a part of his JCA.
.
ARTICLE 12 – FORCE MAJEURE

1. All parties involve herein to will be liable to the other for any delay or failure to perform
any of its obligations here under by reason that the matter, event, state of affairs, deed or act
is deed or act is beyond the control and without the negligence of the party claiming relief and
without limiting the generality of the negligence it will be deemed to be beyond the control and
without the negligence of the party where it is caused by or arises out of or is consequential upon
and in each case either directly or indirectly any one or more of the following:-
a. Act of God.
b. The Act of Public Enemies.
d. Act of any Government, Prince or Ruler in its Sovereign capacity.
e. Governmental restrictions or controls on commodity/product or foreign exchange in
writing.
f. War, riots or natural disasters.
g. Epidemics or quarantine restrictions.
h. Strikes, lockouts, industrial disputes, shortage of labor or embargoes.
ARTICLE 13 - BINDING EFFECT

1. This agreement will ensure for the benefit of and be binding upon the successors and
Shareholder and Next Of Kin [NOK] of all respective party. This Agreement will not be
assigned to or transferred by any parties, in whole or in part, either voluntarily or by
operation of law, without the written consent of the other party being first obtained, but such
consent will not be unreasonably withheld.
2. The execution of this JCA from the date of signing this agreement, all parties reserve the right
to renegotiate, amends, changes, addition and subtractions, annexes & appendix, new
portfolio and SOP and all necessary upgraded until this JOINT COLLABORATION
AGREEMENT (JCA) reach to the maximum potential to benefits all the parties
involves herein to. Modifications within the scope of this agreement will be made by mutual
consent of all parties involves, by the issuance of a written modification, signed and dated by
all parties, prior to any changes being performed time to time and final approval by all parties
involve herein to.
3. STATEMENT OF GOOD FAITH. The Parties hereby state that they enter this JCA in good‐
faith and to the best of their knowledge they have not, are not and will not enter into any
illegal activity in any forms or methods that can harm the other Party.

ARTICLE 14 – NO CREATION OF NEW ENTITY AND TAXES

1. The parties acknowledge and agree that this Agreement does not constitute the creation of
a taxable entity or of any new entity, partnership or enterprise. Each of the parties shall be
individually/company responsible for making required filing, including tax returns, with the
respective government entities in which they are or may be respectively domiciled or
obligated to pay any taxes impounds or levies which may be assessed for any of them by
reason of this Agreement. The parties hereby agree to indemnify and hold each other harmless
from any and all liabilities damages claims, judgments and causes arising out of and related to
such taxation or obligations, payments and responsibilities or equivalent which result in a
reduction of the amounts to be received as fees under this Agreement.
2. The international regulations on commercial and banking security shall be strictly observed
in regard to the transactions referred to herein. All the parties involved, either directly or
indirectly, having the benefit of any financial gain from such transaction shall maintain
strict confidentiality and control of all information pertaining to this and all future
transactions.

ARTICLE 15 – DISCLOSURE & CONFIDENTIALLITY

1. This Agreement shall not be disclosed to any third parties except as necessary to achieve its
purposes and the Parties shall execute any additional instructions or other documents as
necessary or ancillary to achieving its purposes.
2. Each of the parties hereto shall keep all the matters arising from this Agreement in relation to
the Objectives in strict confidence, except and otherwise as agreed by the parties hereto.
3. The parties hereto shall keep strictly confidential the existence of this Agreement and the
terms hereof.
4. Under no circumstances at any time shall any of the Parties, without prior written approval of
the other Party (or its assigned company) in each instance or unless otherwise expressly
permitted, use for its own benefit, publish or otherwise disclose to others, or permit the use
by others for their benefit or to the detriment of the opposing Party (or its assigned
company), any of the confidential information contained in this Agreement.
5. Violation of the Confidentiality and Non-Circumvention clauses in this JCA under any
Section and its sub‐section is considered legal violation. Where any Party violates the
integrity of the Confidential and Non-Circumvention clauses of this JCA, the violated party
shall:
 a. Demand payment over commission, fees, past expenses or monies from the contravening
party,
b. Demand payment from the contravening party of all legal fees for all other
parties, which may be incurred in the course of adjudication of said violation, and
c. Pursue the highest possible punitive action the violating party, as awarded by
legal process.

ARTICLE 16 – NOTICES

1. Any notice given hereunder shall be in writing, signed by the party giving notice, and
delivered to the last known address of the respective parties to which notice is given.

ARTICLE 17 – WAIVER

1. Any failure by either party to enforce any right arising under this Agreement shall not be
deemed a waiver of the ability to later enforce that right. Any waiver must be in writing by the
party against whom enforcement shall be sought.

ARTICLE 18 – PARTIAL INVALIDITY

1. If any term and condition of this Agreement be held by a court of competent

jurisdiction to be invalid, void or unenforceable, the rest of the contract shall remain in full
force and effect and shall in no way be affected, impaired and invalidated.

ARTICLE 19 – LAW AND JURISDICTION

1. This Collaboration Agreement and all interpretations thereof will be governed and construed
under and in accordance with INDONESIAN & CHINA GOVERNING LAWS &
International Laws (ICC-2000).
2. All disputes and/or claims made by the Parties hereof will be settled by any Local or
International Arbitration Court, with three arbitrators, and each Party is entitled to appoint one
arbitrator, and the third arbitrator will be appointed by the Arbitration Court to act as the
chairman of the tribunal. The decisions of the panel will be final and binding the Parties. The
cost incurred due to arbitration become the expenses of the losing party, including the costs for
attorneys, witnesses, arbitrators and costs for producing documents.

ARTICLE 20 – BANKING DETAILS

1. PARTY A BANKING DETAILS;-

BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER NAME
BANK OFFICER EMAIL
BANK TELP/FAX

2. PARTY B BANKING DETAILS;-

 BANK NAME
BANK ADDRESS
SWIFT CODE
ACCOUNT NAME
ACCOUNT NUMBER
BANK OFFICER NAME
BANK OFFICER EMAIL
BANK TELP/FAX

-------THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK------

This JCA AGREEMENT is entered into within the limits of the statutory authority of the parties to
the AGREEMENT Understood and Agreed; IN WITNESS WHEREOF, the undersigned, being
duly authorized by the respective company/agencies, has signed this Contract Sales & Purchase
Agreement. Done at JAKARTA, INDONESIA; in English Language for all parties involved &
signature on: ___ November, 2017.

FIRST PARTY [INVESTOR/FUNDER];

<<FUNDER TO PROVIDE>>PT [COMPANY REGISTRATION NO. <<FUNDER TO

PROVIDE>>], A COMPANY INCORPORATED AND
REGISTERED UNDER COMPANIES ACT, IN INDONESIA WITH AUTHORIZED
REPRESENTATIVE: MR. <<FUNDER TO PROVIDE>> AS SHAREHOLDER/BOARD OF
DIRECTOR/AUTHORIZED SIGNATORY WITH ITS REGISTERED BUSINESS ADDRESS;
<<FUNDER TO PROVIDE>>[HEREINAFTER REFERRED TO AS “INVESTOR” OR
“FIRST PARTY”] OF ONE PART; -

PRINT NAME : MR. <<FUNDER TO PROVIDE>>

TITLE : <<FUNDER TO PROVIDE>>
COMPANY : <<FUNDER TO PROVIDE>>
DATE : ___ Nov 2017

SIGNATURE : _______________________________________________________
FOR AND ON BEHALF OF <<FUNDER TO PROVIDE>>
CERTIFIED COMPANY CHOP & SEALED

SECOND PARTY [OPERATION/HANDLER]; PARTY “B”

ZHONGMAO GROUP [COMPANY REGISTRATION NO. ................................., A COMPANY

INCORPORATED AND REGISTERED UNDER COMPANIES ACT, IN CHINA WITH
AUTHORIZED REPRESENTATIVE: MR. ..................................... AS SHAREHOLDER/BOARD
OF DIRECTOR/AUTHORIZED SIGNATORY WITH ITS REGISTERED BUSINESS
ADDRESS; ....................................... [HEREINAFTER REFERRED TO AS “OPERATION
HANDLING” OR “SECOND PARTY”] OF THE SECOND PART; -

PRINT NAME : MR.

TITLE :
COMPANY :
DATE : ___ Nov 2017

SIGNATURE : _______________________________________________________
FOR AND ON BEHALF OF <<FUNDER TO PROVIDE>>
CERTIFIED COMPANY CHOP & SEALED