MEMORANDUM OF AGREEMENT

THIS MEMORANDUM OF AGREEMENT (MoA) is made on this ……………….. day of June,

2023.

BETWEEN:

GEOBASS UNIVERSAL CONCEPT LIMITED, a Private Limited Liability company incorporated

under the Laws of the Federal Republic of Nigeria and having its registered office at No. 21,
Abeokuta Street, Area 8, Abuja (hereinafter referred to as the ‘First Party’ and where the
context admits, shall include its agents, assigns and legal representatives).

AND

………………………………., of the Federal Republic of Nigeria having his address at, Abuja,
Nigeria (hereinafter referred to as the ‘Second Party’ and where the context admits shall
include its agents, assigns, and legal representatives).

The First Party and Second Party are referred to collectively as Parties and individually as the
Party.

WHEREAS:

FACILITATION

A. The First Party is a government-licensed General Contractor. As a general contractor, it

is responsible for providing all materials, manpower, equipment (such as engineering
trucks and tools), and services required for Federal, State, and Local Government
construction of projects.
B. The Second Party is a deal originator and has a large number of contacts, and can
make further contacts, in the Federal Republic of Nigeria that may be interested in the
services of the First Party.
C. The Second Party wishes to introduce the First Party to other third parties (hereinafter
referred to as the employer) who will employ the First Party's services for constructing
as well as additional contracts with Federal or State government organizations.
D. NOW, THEREFORE, in consideration of their rights and mutual obligations set out
below and to be performed, the Parties hereby agree as follows:
E. To provide a framework for the relationship between parties the scope of the business
relationship between the Parties shall be limited to the Services as specified in the
recital marked article C, above.

Nothing herein shall be construed to create a partnership, trust obligation, agency, liability, or
other general relationship among the parties extending beyond the limited scope of this MoA
unless otherwise agreed by the parties in writing.

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1. COMMENCEMENT DATE AND DURATION

1.1. This Agreement shall commence on the date when it has been signed by the Parties
and shall continue unless terminated earlier in accordance with Clause .. (Termination).

1.2. The Second Party shall provide the Services to the First Party in accordance with this
Agreement.

2. SERVICES

2.1. The Second Party shall use reasonable endeavours to provide the Services, in
accordance with this Agreement in all material respects.

2.2. The First Party may in its sole discretion;

(i) enter directly into any project of any industry or domain in the Federal Republic of
Nigeria on its own, and/or

(ii) engage any other person or company to introduce similar projects or sell its
services in the Federal Republic of Nigeria,

2.3. Regardless of the foregoing provisions, if such a contract was earlier introduced by the
Second Party, he shall be entitled to a finder’s fee equal to 10% of the net contract
price.

2.4. The Second Party shall introduce the employer and contract to the First Party, perform
such other responsibilities as recommended by the First Party, and assist the First
Party with the employer up to the execution of the relevant Project Agreement and
Closing, and shall negotiate or participate in meetings with the employer in the
presence of the First Party but shall not have any authority to offer or sell the services
of the First Party to the employer, without the prior written consent of the First Party.

2.5. The prices, terms, and conditions under which First Party offers or sells any of its
services shall be determined by the First Party in its sole discretion. The First Party shall
have the authority to control all discussions and negotiations regarding any proposed
or actual offering or sale of its services. Nothing in this Agreement shall obligate the
First Party to actually offer or sell any services or consummate any transaction with the
employer.

2.6. Except where any prior written consent has been provided by the First Party, the
Second Party shall have no authority, and shall not hold itself out, permit any person
to hold itself out, or otherwise create the impression that it is authorized to bind the
First Party in any way and shall not do any act which might reasonably create the
impression that the Second Party is so authorized.

3. FEES

3.1. Gross Receipts

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 In consideration of the provision of the Services by the Second Party, upon Closing,
the First Party shall agree on a fee of Net Receipts relating to the Contract Agreement
(the "Fee"), to be payable as the profit of the Gross Receipts actually received by the
First Party out of the Project Agreement, after deducting.

3.1.1. any and all applicable taxes, including value-added tax, and any applicable withholding
taxes amounting to 13.5% of the total contract sum, and

3.1.2. 5% representing the retention fee; and another

3.1.3. 5% for Administrative Charges and Logistics.

3.2. Net Receipts

As regards Net Receipts after all deductions have been made with respect to clause 3.1
above, parties shall further divide same into three parties, namely;

3.2.1. Project Execution, this percentage will be used throughout the projects till completion
amounting to 60% of the Net amount; and

3.2.2. The remaining 40%, which shall represent the profit margin further divided equally
between the First and Second Parties at 20% each.

3.3. The First Party shall pay to the Second Party its portion of the profit (Service Fee)
within 14 days of receipt of the gross contract amount.

3.4. The Second Party shall be solely responsible for its income and value-added taxes,
which are or may be payable out of, or as a result of the receipt of, any fees or other
monies paid or payable in respect of the Services.

4. TERMINATION

4.1. Without prejudice to any rights that have accrued under this Agreement or any of its
rights or remedies, either party may at any time terminate this Agreement with
immediate effect by giving written notice to the other party if:

4.1.1. the First Party fails to pay any amount due under this Agreement on the due date for
payment and remains in default not less than thirty (30) days after being notified in
writing by the Consultant to make such payment;

4.1.2. the other party commits a material breach of any material term of this Agreement
(other than failure to pay any amounts due under this Agreement) and (if such breach
is remediable) fails to remedy that breach within a period of thirty (30) days after
being notified in writing to do so;

4.1.3. the other party is subject to insolvency, liquidation, moratorium or liquidation, or any
other analogous event in any jurisdiction;

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4.1.4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all
or a substantial part of its business; or

4.1.5. the services given in Clause 2 of this Agreement are found to be untrue or misleading.

5. GENERAL PROVISION

5.1. Amendment: Either party may request changes to this MoA. Any changes,
modifications, revisions or amendments to this MoA which are mutually agreed upon
by and between the parties to this MoU shall be incorporated by written instrument,
and effective when executed and signed by all parties to this MoU.

5.2. Governing Law: This MoU shall be governed by the Laws of the Federal Republic of
Nigeria and the parties submit to the exclusive jurisdiction of the Nigerian Laws and
courts.

5.3. Severability: Should any portions of this MoA be judicially determined to be illegal or
unenforceable, the remainder of the MoA shall continue in full force and effect, and
either party may renegotiate the terms affected by the severance.

5.4. Entire Agreement: This MoA constitutes the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior agreements,
representations and negotiations whether written or oral.

IN WITNESS WHEREOF, the Parties hereunto have executed this MoA in the manner
hereinafter appearing the day and year first above written.

THE COMMON SEAL OF THE WITHIN NAMED GEOBASS UNIVERSAL CONCEPT LIMITED, is
hereunto affixed in the presence of:

DIRECTOR DIRECTOR/SECRETARY
Name: Name:
Date: Date:

SIGNED, SEALED, AND DELIVERED BY the within-named…………………..

__________________
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………………………..

IN THE PRESENCE OF

NAME:

ADDRESS:

SIGNATURE :

DATE:

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