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This Enterprise 4 Countertrade Platform Agreement (“Agreement”) is entered into on [Date] by and between:
- Countertrade Pte Ltd, a company incorporated in Cote d’Ivoire with office at Immeble Plein center, MARCORY, Abidjan, COTE D’IVOIRE and represented by its Managing Director, Godwin King Boateng (hereinafter referred to as “Countertrade”); and
- WTE Capital Ltd, a company incorporated in the US represented by John Mack and with office at 40 Wall Street, New York, USA (hereinafter referred to as “Seller”).
Countertrade and Seller are hereinafter individually referred to as “Party” and collectively as “Parties.”
- Countertrade operates an online platform that facilitates the sale and purchase of various products, services, and assets between sellers and buyers.
- The Seller desires to subscribe to the Countertrade platform to sell its products, services, and assets.
- The Parties have agreed to enter into this Agreement to set out the terms and conditions governing the Seller’s subscription and use of the Countertrade platform.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
DEFINITIONS
Bank Transfer
means the transfer of funds from the buyer’s bank account to the Seller’s designated bank account as a final payment for the products sold through the Countertrade platform.
Products
means the goods, services, or assets that the Seller offers for sale on the Countertrade platform.
Platform
means the online marketplace operated by Countertrade where sellers can list their products for sale and buyers can purchase these products.
Sales and Purchase Agreement (SPA)
means the agreement entered into between Countertrade and the Seller, which sets out the specific terms and conditions for the sale of the Seller’s products on the Countertrade platform.
Assignment of Contract
means the transfer of rights and obligations under the Sales and Purchase Agreement from Countertrade to the designated buyer.
Seller
means WTE Capital Ltd, a company incorporated in the US represented by John Mack and with an office at 40 Wall Street, New York, USA, which subscribes to the Countertrade platform to sell its products, services, and assets.
Countertrade as a buyer
means Countertrade Pte Ltd acting in its capacity as a purchaser of the Seller’s products, services, and assets through the Countertrade platform, prior to assigning the Sales and Purchase Agreement to a designated buyer in its network.
COUNTERTRADE PLATFORM SUBSCRIPTION AND FEE
2.1 The Seller hereby subscribes to the Enterprise 4 plan on the Countertrade platform, which allows the Seller to sell up to $900 million worth of products per month.
2.2 In consideration of the subscription, the Seller shall pay Countertrade an annual platform fee of $6 million.
2.3 Countertrade shall be entitled to deduct a transaction fee of 3% from each successful sale made by the Seller on the platform.
GRANT OF PLATFORM ACCESS AND SELLER’S BENEFITS
3.1 Subject to the terms and conditions of this Agreement, Countertrade grants the Seller a non-exclusive, non-transferable, and revocable right to access and use the Countertrade platform for the purpose of selling its products.
3.2 Under the Enterprise 4 Countertrade platform, the Seller shall have the opportunity to:
a. Generate $900 million in guaranteed sales revenue every month for 5 years.
b. Make a 10,000% return on countertrade investment within 90 days ($900 million in value).
c. Grow and multiply business to create new countertrade income streams ($900 million in value).
d. Achieve a 12-month countertrade income goal of $900 million within 24 hours.
e. Increase countertrade revenue by 10,000% within 30 days ($900 million in value).
f. Turn a struggling company around and grow countertrade revenue by $900 million within 30 days.
g. Sell products in 24 hours via Countertrade.
h. Sell business assets in 24 hours via Countertrade.
i. Sell properties in 24 hours via Countertrade.
j. Have Countertrade turn assets into 4X cash.
k. Have Countertrade handle all the work.
l. Be assigned a dedicated Enterprise Success Team.
m. Buy $900 million worth of goods/services without upfront cash via Countertrade.
n. Get $900 million cashback on purchases made via Countertrade.
o. Reduce costs by $900 million via Countertrade.
p. Recover $900 million worth of assets via Countertrade.
3.3 Countertrade shall use its best efforts to ensure that the Seller receives the full benefits of the Enterprise 4 plan as set out in this clause.
3.4 The Seller acknowledges that the realization of these benefits is subject to the Seller’s compliance with the terms and conditions of this Agreement and the Sales and Purchase Agreement.
3.5 The Seller acknowledges that its access to the platform may be suspended or terminated by Countertrade at any time if the Seller breaches any of the terms of this Agreement.
SALES AND PURCHASE AGREEMENT
4.1 Upon successful subscription to the Countertrade platform, the Seller shall provide Countertrade with a detailed selling schedule, which shall include the following information:
a. Products to be sold
b. Specifications and quantities
c. Pricing and quality standards
d. Logistics arrangements
e. Preferred currency for transactions
f. Payment terms and delivery conditions
g. Estimated delivery times and schedules
h. Designated location for the product
i. Transaction expiration date
j. Inspection rights and testing procedures
k. Insurance requirements
l. Handling and storage conditions and requirements
m. Other pertinent details
4.2 Based on the selling schedule provided by the Seller, Countertrade shall prepare a detailed Sales and Purchase Agreement, which shall be signed by both Parties.
4.3 The Sales and Purchase Agreement shall be valid for a period of five (5) years from the date of signing, during which Countertrade shall purchase the Seller’s products as per the agreed schedule.
OPERATIONAL PROCESS
5.1 Upon signing the Sales and Purchase Agreement, Countertrade shall purchase the Seller’s products as per the agreement and credit the Seller’s account within 24 hours using trade dollars.
5.2 The ownership of the products shall be transferred to Countertrade via a bill of sale, although the physical products shall remain with the Seller until delivered to the designated buyer.
5.3 Countertrade shall match the Seller’s products with designated buyers within its network who require the products consistently.
5.4 Countertrade shall receive payment from the designated buyer, deduct its commission, and transfer the remaining funds to the Seller via bank transfer.
5.5 Upon receiving payment, the Seller shall deliver the products to the assigned buyer as per the sales contract.
5.6 This process shall repeat each month for the duration of the five-year Sales and Purchase Agreement.
OBLIGATIONS OF THE SELLER
6.1 The Seller shall ensure that all products sold on the Countertrade platform comply with the specifications, quality standards, and other requirements set out in the Sales and Purchase Agreement.
6.2 The Seller shall be responsible for the timely delivery of the products to the designated buyer in accordance with the agreed delivery schedule.
6.3 The Seller shall maintain accurate records of all transactions conducted on the Countertrade platform and shall provide Countertrade with access to these records upon request.
6.4 The Seller shall promptly notify Countertrade of any changes to its business or products that may affect its ability to fulfill its obligations under this Agreement.
OBLIGATIONS OF COUNTERTRADE
7.1 Platform Maintenance: Countertrade shall operate and maintain the platform in a manner that ensures its continued availability and functionality for the Seller’s use.
7.2 Technical Support: Countertrade shall provide the Seller with reasonable technical support and assistance in using the platform.
7.3 Buyer Agreements: Countertrade shall ensure that all buyers on its platform are bound by purchase agreements that guarantee a stable demand for the Seller’s products.
7.4 Timely Payments: Countertrade shall make timely payments to the Seller for all products sold on the platform, subject to the deduction of its commission.
7.5 Product Purchase: Countertrade shall purchase up to $900 million of the Seller’s products at full retail value within 24 hours, as per the Enterprise 4 plan.
7.6 Assistance with Purchases: Countertrade shall help the Seller buy goods and services worth $900 million with no upfront cost or risk.
7.7 Bringing Buyers: Countertrade shall bring buyers to purchase $900 million worth of all the Seller’s product inventories within 24 hours.
7.8 Asset Sales Assistance: Countertrade shall help the Seller sell off their company and business assets at their full asking price within 24 hours.
7.9 Retail Value Sales: Countertrade shall assist in selling off the Seller’s excess inventory at full retail value within 24 hours.
7.10 Generating Monthly Sales Revenue: Countertrade shall help the Seller generate $900 million in guaranteed sales revenue every month for 5 years.
7.11 Business Growth: Countertrade shall help the Seller grow and multiply their business to create new countertrade income streams valued at $900 million.
7.12 Achieving Income Goals: Countertrade shall help the Seller achieve their 12-month countertrade income goal of $900 million within 24 hours.
7.13 Increasing Revenue: Countertrade shall help the Seller increase countertrade revenue by 10,000% within 30 days, up to a value of $900 million.
7.14 Company Turnaround: Countertrade shall help the Seller turn their struggling company around and grow their revenue and profits by $900 million within 30 days.
7.15 Problem-Solving: Countertrade shall provide solutions to the Seller’s biggest problems and challenges within 24 hours.
7.16 Asset Recovery: Countertrade shall help the Seller recover $900 million worth of non-performing and distressed assets at full book value within 24 hours.
7.17 Cost Reduction: Countertrade shall help the Seller reduce costs in their business by 95% within 30 days.
7.18 Accounts Receivable Management: Countertrade shall help the Seller turn $900 million in accounts receivables into revenue within 24 hours and eliminate the risk of non-payment.
ASSIGNMENT OF CONTRACT
8.1 Countertrade shall have the right to assign its rights and obligations under the Sales and Purchase Agreement to a designated buyer within its network.
8.2 Upon assignment, the designated buyer shall assume all of Countertrade’s rights and obligations under the agreement, including the obligation to purchase the Seller’s products as per the agreed schedule.
INTELLECTUAL PROPERTY RIGHTS
9.1 The Seller acknowledges that all intellectual property rights in the Countertrade platform, including but not limited to business model, website content, trademarks, copyrights, and patents, are the exclusive property of Countertrade.
9.2 The Seller shall not use any of Countertrade’s intellectual property without Countertrade’s prior written consent
CONFIDENTIALITY
10.1 The Parties acknowledge that they may receive confidential information from each other during the course of this Agreement, including but not limited to business plans, financial information, and customer data.
10.2 Each Party shall maintain the confidentiality of such information and shall not disclose it to any third party without the prior written consent of the other Party.
10.3 The confidentiality obligations under this clause shall survive the termination or expiration of this Agreement.
RENEWAL OPTIONS
11.1 This Agreement shall automatically renew for successive one-year terms upon the expiration of the initial five-year term, unless either Party provides written notice of non-renewal at least 30 days prior to the end of the then-current term.
11.2 The terms and conditions of this Agreement shall continue to apply during any renewal term, unless otherwise agreed by the Parties in writing.
RESTRICTIONS ON COMPETITION
12.1 During the term of this Agreement and for a period of five years thereafter, the Seller shall not, directly or indirectly, engage in any business that competes with Countertrade’s business or solicit any of Countertrade’s customers or employees.
12.2 The Seller acknowledges that a breach of this clause shall entitle Countertrade to seek injunctive relief and damages.
GOVERNING LAW AND JURISDICTION
13.1 This Agreement shall be governed by and construed in accordance with the laws of Cote d’Ivoire.
13.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Cote d’Ivoire.
ENTIRE AGREEMENT
14.1 This Agreement, together with the Sales and Purchase Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
14.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
For Countertrade Pte Ltd:
Signature: _______________________
Name: Godwin King Boateng
Title: Managing Director
For WTE Capital Ltd:
Signature: _______________________
Name: John Mack
Title: [Designation]