INVESTMENT CONTRACT N ___ for the construction of a residential property (sample form)
d. ________________ "___" _________ ___ d. _______________________________________ represented by _______________________, acting ___ on the basis of _____________, hereinafter referred to as __ "Customer", on the one hand, and ______________________________________________________________ (full name of the organization - investor-developer) represented by _______________________, acting ____ based on _______________ , (position, full name) hereinafter referred to as ___ "Investor-Builder", on the other hand, collectively referred to as the "Parties", have concluded this contract as follows:1. DEFINITIONS
For the purposes of this Contract, the following definitions apply:
1.1. Investment project - justification of the economic feasibility, volume and timing of capital investments, including the necessary project documentation developed in accordance with the legislation of the Russian Federation, as well as a description of practical actions for the implementation of investments (business plan);
Implementation of an investment project - a set of organizational and technical measures for the creation (reconstruction) of an Investment object using investments of attracted capital (investments) from various sources in the form of engineering surveys, design, preparatory construction (repair), commissioning, works related to the commissioning of an object into operation, and registration of property rights.
The description of the investment project is contained in Appendix No. 1 to the Contract.
1.2. Investment object (Object) - the list of residential buildings, mixed-use buildings, transport and (or) engineering networks and structures contained in the Description of the Investment Project, for the creation of which the Investor-Builder directs its own and (or) borrowed funds as part of the implementation of the investment project.
1.3. Investor-Builder - a person endowed in accordance with the current legislation with the rights to develop a land plot, which, on its own behalf or an association of legal entities and individuals established on the basis of a simple partnership agreement, directs its own and / or borrowed funds for the implementation of an investment project.
1.4. Co-investor - a legal or natural person involved in the course of the implementation of an investment project on the terms specified in the Contract, in terms of financing the investment project in an amount proportional to that part of the areas that the Co-investor would like to acquire ownership or issue other real rights to them.
The rights of the Co-Investor to a share in the property of the Facility as a result of the implementation of the investment project are confirmed by the relevant agreement concluded in compliance with the terms of the Contract on the assignment of rights, additional agreements to the Contract, an act on the results of the implementation of the investment project or an agreement on equity participation in construction, concluded in accordance with the requirements of the current legislation .
1.5. Regulatory document - an act __________________________, which is the basis for the design and construction of the Investment facility and other activities provided for by the terms of the Contract.
1.6. Construction site - a free land plot or a land plot with buildings located on it, provided to the Investor-Builder for rent for the period of construction (reconstruction) of the facility or for ownership.
1.7. The total area of the object is the sum of the areas of all floors (including technical, basement and attic) and built-in and attached premises.
1.8. The total living area of the object is the total living area of apartments, determined in accordance with the instruction on accounting for the housing stock in the Russian Federation, approved by the authorized executive body of state power of the Russian Federation.
1.9. Total non-residential area of the object - the total area of non-residential premises, including: usable area, common area (l / cells, platforms, elevators, etc.), area of engineering premises, areas of built-in and attached parking garages, basements , attics, built-in and attached premises.
1.10. Start-up Complex - a building completed by construction as part of an investment Facility and submitted for acceptance by the Acceptance Committee in accordance with the design and estimate documentation approved and agreed by the Parties in the prescribed manner.
1.11. Record registration - registration of investment contracts, additional agreements and amendments to them, as well as agreements for raising funds for housing construction, concluded under the registered Contract in the prescribed manner.
2. SUBJECT OF THE CONTRACT
2.1. The subject of the Contract is the implementation of the investment project provided for in clause 1.1 of this Contract, the construction of an Investment facility (the full list of investment facilities is indicated in accordance with Appendix No. 1 to the Contract) on a land plot ________________ (indicate the form of ownership, cadastral number, type of permitted land use) with an area of ____ ha at the address: ___________________, with an estimated investment in current prices of _________ (____________) rubles.
The plan of the land plot, indicating its boundaries in the existing building and the location of the objects to be built, is contained in Appendix No. 2 to the Contract.
2.2. As part of the implementation of the investment project, the Investor-Builder undertakes, at the expense of its own (borrowed) funds, to carry out a new construction of the Facility at the address: ___________________, the size of the total area is _________ sq. m, including the total area of apartments - ________ sq. m, the area of built-in and attached premises - ________ sq. m.
Estimated date of putting the Object into operation - "__" _______ ______
The deadline for acceptance of the object is _______________.
The composition of the launch complexes and the timing of their commissioning are determined by an additional agreement of the Parties, concluded no later than one month from the date of approval of the project documentation.
2.3. At the time of conclusion of the Contract: the land plot specified in clause 2.1 of this Contract belongs to the Investor-Builder on the right of lease for a period of up to _______ (agreement dated _______ N ______, registered ____________________).
3. PROPERTY RIGHTS OF THE PARTIES
3.1. The ratio of the division of property based on the results of the implementation of the Contract is established between the Parties in the following proportions:
Customer share:
- ___% of the total area of apartments;
- ___% of the total non-residential area, excluding the areas of premises that are inextricably linked with the facility's life support systems (stairwells, elevator shafts, technical floors, technical undergrounds, switchboards);
100% engineering communications of power supply, heat supply, water supply and sewerage, telephone, radio, television and improvement facilities, with the exception of those related to the common property of the owners of premises in an apartment building;
100% of social infrastructure facilities (if their construction is provided for by the Contract).
Share of the Investor-Builder:
- ___% of the total area of apartments;
- ___% of the total non-residential area, excluding the areas of premises that are inextricably linked with the facility's life support systems (stairwells, elevator shafts, technical floors, technical undergrounds, switchboards).
The distribution of specific apartments and premises is carried out by the Parties with property rights by signing the Protocol of preliminary distribution (Appendix N ___), which comes into force from the moment of its registration as an integral part of the Contract.
Prior to the signing of the Preliminary Distribution Protocol, none of the Parties to the Contract shall have the right to assign their property rights to specific premises to third parties.
3.2. The specific property to be transferred into the ownership of the Customer, the Investor-Builder and involved third parties following the results of the implementation of the Contract is determined on the basis of the Report on the results of the implementation of the investment project.
3.3. Upon completion of the construction of the Facility, the division of real estate (erected buildings and structures, excluding the right to use the land plot, which will be established and executed after the state registration of the right (share in the right) to the building for each participant) is specified according to the explications and technical passports of the BTI, which are made upon request Investor-Builder on the basis of an approved project (feasibility study) and full-scale measurements of the BTI and are agreed by the Parties. The decision taken is formalized by the Act on the results of the implementation of the investment project (start-up complex) in accordance with the terms of the Contract.
3.4. If during the implementation of the project the Investor-Builder ensures the release of areas for the Facility in amounts greater than those assumed by the Contract, then the additional area is distributed in the same proportions as the main area (clause 3.1 of this Contract), unless otherwise specified by an additional agreement, which is concluded after the issuance of the relevant administrative document.
3.5. Registration of the rights of the Parties to the property created as a result of the implementation of the project, provided for in clause 3.1 of this Contract, is carried out in the manner prescribed by law after the commissioning of the Facility and the fulfillment by the Parties of the obligations assumed, taking into account all additional agreements to the Contract and annexes to it on the basis of an act on the results of implementation investment project (start-up complex).
3.6. By agreement of the Parties, the right to a property share (part of a share) of the Customer can be redeemed by the Investor-Builder in the prescribed manner. At the same time, an additional agreement to the Contract is drawn up, which is concluded after the issuance of the relevant administrative document.
3.7. If the Customer decides to transfer the rights (part of the rights) to the property share due to it in the Facility to third parties, the Investor-Builder has the priority right to buy these rights at a price and in the manner determined by the Customer. If the Investor-Builder fails to make a decision to buy at the proposed price within ____ (______) days after receiving a notice of the terms of sale in writing, the Customer has the right to dispose of these rights at its own discretion.
3.8. Engineering communications for power supply, heat supply, water supply and sewerage, telephone installation, radio, television and amenities, created in the process of investment and construction of the Facility, with the exception of those related to the common property of the owners of premises in an apartment building, are part of the Customer's property share and after their acceptance by the Acceptance Committee in accordance with the as-built documentation, they are subject to transfer in accordance with the established procedure for servicing by an organization authorized by the Customer, unless otherwise established by agreement of the Parties.
The list and exact description of these objects are determined by the agreement between the Customer and the Investor-Builder, which is Appendix N ___ to the Contract.
4. TERMS AND CONTENT OF STAGES OF WORK
4.1. First stage.
4.1.1. Development, coordination and approval in accordance with the established procedure of design documentation for the Facility.
4.1.2. Obtaining a building permit and registering it in _______.
The beginning of the stage is the date of signing this Contract.
The end of the stage is the date of issuance of a building permit.
The duration of the stage is no more than ____ months from the date of signing (entry into force) of the Contract.
4.2. Second phase.
The beginning of the stage is the date of issuance of a building permit.
The end of the stage is the date of issuance of a permit to put the Object into operation.
The duration of the stage is no more than ____ months from the date of signing (entry into force) of the Contract.
4.3. Third stage.
4.3.1. Completion of settlements and settlement of claims.
4.3.2. Signing by the Parties of the Act on the results of the implementation of the investment project.
4.3.3. Registration of property rights of the Parties under the contract.
The beginning of the stage is the date of issuing a permit to put the Facility into operation.
Completion of the stage and execution of the Contract as a whole - registration of property rights of the Parties under the Contract.
The duration of the stage is no more than ___________ months after the completion of the second stage.
4.4. In case of non-compliance by the Customer with obligations under clause 5.1 of this Contract, the terms for the implementation of the stages may be changed at the request of the Investor-Builder, which is formalized by an additional agreement to the Contract.
5. OBLIGATIONS OF THE PARTIES
5.1. The customer undertakes:
5.1.1. Within ____ days from the date of signing the Contract, sign the Protocol on the delimitation of responsibility between the Customer and the Investor-Builder for the engineering support of the investment project (Appendix N ___ to the Contract).
5.1.2. Take measures aimed at ensuring, at the time of putting the Facility into operation, the availability of the necessary energy carrier capacities in urban networks, to which the Facility must be connected in accordance with the issued technical specifications.
5.1.3. Provide the Investor-Builder with the necessary assistance in the implementation of the project on issues within the competence of the Customer, including ensuring the preparation and timely adoption of administrative documents.
5.1.4. Organize, within __________ time after the signing of the Act on the results of the implementation of the investment project, registration in the prescribed manner of the property rights of the Investor-Builder, Co-Investors and third parties (under agreements for the assignment of the right to claim) in accordance with the terms of the Contract (in accordance with the property shares of the Parties and the rights recognized by them to the requirements of third parties ) subject to the submission by the Investor-Builder of the necessary documents.
5.1.5. In case of attracting funds from the Co-Investors during the implementation of the investment project, decide in advance, together with the Investor-Builder, the issue of the further form of property management of the apartment building in accordance with the requirements of the current housing legislation of the Russian Federation.
5.1.6. Ensure control over the availability, timely and correct execution by the Investor-Builder of the necessary title documents (land lease agreements, examination of project documentation, construction permits, insurance of facilities and risks of harm to third parties); for the execution of the stages of implementation of the investment project in accordance with the terms established by the Contract; for ensuring proper accounting of the turnover of rights to residential and non-residential premises ceded by the Investor-Builder to third parties in compensation for funds raised to invest in the construction of the Investment object.
5.2. The Investor-Builder undertakes:
5.2.1. To ensure, at the expense of own and (or) borrowed (borrowed) funds, financing and implementation of the investment project in full in accordance with its obligations under the Contract and delivery of the Facility to the Acceptance Committee for acceptance of completed buildings within the time limits specified by the Contract, and with quality in accordance with current technical standards and regulations.
5.2.2. Provide, in accordance with the established procedure, accounting registration of the Contract, additional agreements to the Contract and agreements concluded under the Contract on raising funds for the construction of residential buildings.
5.2.3. Within a month from the moment of obtaining a construction permit, ensure the insurance of the Object in the manner determined by Art. 742 of the Civil Code of the Russian Federation, and insure the risk of liability for causing harm in accordance with Art. 931 of the Civil Code of the Russian Federation.
5.2.4. Provide the Customer with a report on the work performed, provided for in clauses 4.1, 4.2 of this Contract, within the following terms ____________________ in the following order _____________________________________________.
5.2.5. After the conclusion of the Contract, ensure that the conditions for the development and maintenance of the construction site are met in accordance with the established rules and regulations, including security, cleaning of construction sites and adjacent street lanes.
5.2.6. To make timely and in accordance with the established procedure lease payments for the use of the land plot.
5.2.7. Provide engineering preparation of the territory in accordance with the technical specifications and the Protocol on the division of responsibility of the Parties for the engineering support of the Contract (Appendix N ___ to the Contract).
5.2.8. Ensure laboratory quality control of construction and products by testing units (laboratories) certified in the prescribed manner, or under contracts with involved testing centers accredited in accordance with applicable law.
5.2.9. Use in construction products for construction purposes that have a certificate of conformity of products and services in construction, as well as quality control of products and services in construction, including quality management, to the requirements of GOST.
5.2.10. During the warranty period, bear responsibility for the shortcomings of the used structural elements, construction and installation and other works provided for by the design documentation and deviation from the indicators specified in the design documentation that impede the normal use and operation of the Investment object or its individual elements.
5.2.11. If third parties are involved in the implementation of the Investment Project with the assignment of rights to the results of investment activities, ensure compliance with the requirements of the current legislation on participation in shared construction (publication of a project declaration, state registration of agreements for participation in shared construction, etc.).
5.2.12. Within two weeks, at the request of the Customer, provide complete information on all concluded agreements regarding the assignment of the right to claim for specific apartments as part of the investment object. If the Investor-Builder evades providing information, the Customer has the right to collect from the Investor-Builder to the budget of the appropriate level a fine in the amount of 0.1% of the property share corresponding to a particular apartment (apartments) specified in the request for each day of delay.
5.2.13. Ensure, in accordance with the procedure established by law, registration and registration of the ownership rights of participants in the implementation of the Investment Project to the shares (parts) of the property of the Facility due to them in accordance with the terms of the Contract, additional agreements to the Contract and contracts of equity participation in construction concluded in accordance with the requirements of the current legislation.
5.3. The Investor-Builder has the right to:
change the amount of investments in cases of changes in project documentation;
stop financing works in the following cases: ________________;
independently conclude agreements with other subjects of investment activity in accordance with the Civil Code of the Russian Federation;
acquire the rights of possession, use and disposal of the Facility until the completion of its construction;
at any time transfer under an agreement and (or) a state contract their rights (part of their rights) to make capital investments and their results to individuals and legal entities, state bodies and local governments in accordance with the legislation of the Russian Federation;
exercise control over the intended use of investments;
exercise other rights provided for by the Agreement and the legislation of the Russian Federation;
if the Customer fails to fulfill its obligations under the Agreement, the Investor-Builder has the right to keep the constructed object (its part) in its possession;
if the Customer does not fulfill all its obligations under this Agreement in time, which will lead to a delay in the construction of the Facility, the Investor-Builder has the right to extend the completion date for the corresponding period. In this case, the parties will take all necessary measures to prevent additional costs;
make any changes to the scope of work that it deems necessary.
6. WARRANTY
The Investor-Builder provides the Customer with the following documents:
6.1.1. Copies of constituent documents (charter, memorandum of association, registration certificate), certified by a notary.
6.1.2. Documents confirming the authority of the person signing the Contract to conclude the Contract on behalf of the Investor-Builder.
6.1.3. An extract from the balance sheet on the amount of assets and accounts payable at the time of the conclusion of the Contract.
6.1.4. Certificate from the bank where the Investor-Builder has a current account.
6.1.5. Copies of insurance contracts in accordance with the conditions provided for in clause 5.2.3 of this Contract.
6.1.6. Bank guarantees, guarantees and other documents to ensure the fulfillment of the obligations of the Investor-Builder to the Parties to the Contract and third parties in the cases and within the time specified in the Contract.
7. ASSIGNMENT OF RIGHTS AND OBLIGATIONS UNDER THE CONTRACT
7.1. The Investor-Builder has the right to assign its rights and obligations under the Contract to a third party in whole or in part, if this does not contradict the terms of the lease agreement for a land plot for the construction of the Facility, provided that the specified third party accepts the terms of this Contract.
7.2. The assignment by the Investor-Builder of its rights under the Contract, accompanied by the transfer of its obligations to a third party, is made with the consent of the Customer by drawing up an additional agreement between the Parties and the new Investor-Builder, which is an integral part of the Contract.
7.3. When drawing up an additional agreement specified in clause 7.2 of this Contract, the new Investor-Builder is obliged to submit the documents listed in article 6 of this Contract.
7.4. The Investor-Builder and third parties attracted by it as Co-Investors are entitled to assign their rights to the due share (part) of the property of the Investment object being created to third parties, including the rights (rights of claim) to individual apartments to citizens purchasing housing for personal consumption, on the basis of bilateral contracts concluded in compliance with the requirements of the Federal Law of December 30, 2004 N 214-FZ "On Participation in Shared Construction of Apartment Buildings and Other Real Estate and on Amendments to Certain Legislative Acts of the Russian Federation".
Bilateral agreements concluded by the Investor-Builder with legal entities on the terms established by paragraph 3 of Art. 1 of the Federal Law of December 30, 2004 N 214-FZ "On Participation in Shared Construction of Apartment Buildings and Other Real Estate and on Amendments to Certain Legislative Acts of the Russian Federation" shall enter into force from the moment of their registration.
At the same time, the Investor-Builder shall be responsible to the other Parties to the Contract for the fulfillment of obligations to finance the investment project in full in accordance with clauses 2.2 and 5.2.1 of the Contract.
When concluding bilateral agreements with third parties providing for the assignment of rights stipulated by the Contract, the Investor-Builder is obliged to include in the texts of such agreements a reference to the Contract and compliance of the concluded agreements with the terms of the Contract.
7.5. The Customer has the right to assign its rights to the share (part) of the property of the Investment object due to it, taking into account clause 3.8 of this Contract, while maintaining responsibility to the other Parties to the Contract for the full fulfillment of the obligations assumed.
7.6. The Customer is not liable under the contracts of the Investor-Builder with third parties. The Investor-Builder is not responsible for contracts concluded by the Customer with third parties.
8. TERM OF THE CONTRACT
The Contract comes into force from the moment of its signing by all Parties and is valid until the Parties fully fulfill their obligations.
9. AMENDMENT AND TERMINATION OF THE CONTRACT
9.1. The contract can be changed by agreement of the Parties. All changes are formalized by additional agreements, which are an integral part of this Contract.
9.2. The obligations of the Parties under the Contract shall terminate:
By written agreement of the Parties;
Upon fulfillment by the Parties of all obligations under the Contract, completion of settlements and registration of property relations in accordance with the act on the results of the implementation of the investment project;
In case of unilateral refusal in cases stipulated by this Contract.
9.3. In case of failure to reach agreements due to non-fulfillment of obligations by one of the Parties in accordance with the terms of the Contract, the Parties shall have the right to demand termination of the Contract in the arbitration court.
9.4. In case of termination of the Contract, the Customer within ___ (______________) days has a priority right to decide on the purchase at cost from the Investor-Builder of the results of the work performed on the basis of documents confirming the costs of the Investor-Builder, without applying inflation and adjustment factors (at the time of termination) .
9.5. In case of disagreement between the Parties on determining the amount of the buyout (the amount of costs incurred by the Investor-Builder for the implementation of the project for the works accepted under the acceptance certificates), upon termination of the Contract (clauses 9.3, 9.4 of this Contract), this dispute is subject to consideration in the arbitration court in in the manner prescribed by the legislation of the Russian Federation.
9.6. Compensation to the Investor-Builder of expenses in accordance with clause 9.4 of this Contract is made by the new Investor-Builder within a month after the conclusion of the Contract with him.
9.7. If the Investor-Builder, after ___ (_______________) months from the date of signing this Contract, does not start construction of the facility, the Customer has the right to unilaterally refuse to fulfill obligations, entailing termination of the Contract on the basis of clause 3 of Art. 450 of the Civil Code of the Russian Federation, with notification of the Investor-Builder ___ (_______________) days in advance.
10. RESPONSIBILITIES OF THE PARTIES
10.1. The parties are responsible for their obligations in accordance with the current legislation of the Russian Federation.
11. FORCE MAJOR
11.1. The onset of force majeure circumstances (force majeure): natural disasters, epidemics, floods, etc. release the Parties from liability for non-fulfillment or untimely fulfillment of obligations under the Contract.
The Party whose performance of obligations is hindered by force majeure circumstances is obliged to notify the other Parties of the occurrence of such circumstances within ___ days.
11.2. If force majeure circumstances last more than six months, either Party has the right to refuse to continue the Contract without paying fines and / or penalties, taking all possible measures to make mutual settlements and reduce the damage suffered by the other Party.
11.3. The obligation to prove force majeure circumstances lies with the Party that has not fulfilled its obligations.
12. DISPUTES RESOLUTION
The Parties will make every effort to resolve any disagreements and disputes related to the execution of this Contract through negotiations. If disagreements and disputes cannot be resolved by the Parties within one month through negotiations, these disputes are resolved by the Parties by applying to the arbitration court.
13. FINAL PROVISIONS
13.1. After signing the Contract, the Parties have the right to appoint their authorized representatives under the Contract, defining their competence and notifying each other in writing.
13.2. The Parties are obliged to immediately notify each other about all changes in payment and postal details. Actions performed at old addresses and accounts prior to receiving notifications of their change are counted towards the fulfillment of obligations.
13.3. The contract is made in triplicate - one for each Party and one for the Federal Registration Service. All copies have equal legal force.
13.4. The following Annexes are an integral part of the Contract:
1) description of the Investment project;
2) resolution ___________________ on the construction of the Facility on the issues of ensuring the conditions for the implementation of the investment Contract;
3) plan of the land plot intended for the construction of the Investment object, with the designation of its boundaries and the location of the buildings and structures planned for construction;
4) protocol for the distribution of apartments and other premises between the Investor-Builder and the Customer;
5) protocol for the distribution of engineering communications for power supply, heat supply, water supply and sewerage, telephone installation, radio, television and landscaping facilities created as part of the implementation of the Investment Project;
6) a protocol on the delimitation of responsibilities of the Parties for the engineering support of the investment project;
7) the schedule for the transfer of funds for the equity participation of the Investor-Builder in the construction and reconstruction of engineering networks and structures on the territory of _______________;
8) additional agreements to the Contract, registered on the title page;
9) an act on the results of the implementation of the investment project.
14. ADDRESSES AND BANK DETAILS OF THE PARTIES
14.1. Customer: _______________________________________________________ _______________________________________________________________________ (address and details) 14.2. Investor-Builder: ____________________________________________ _________________________________________________________________________ (address and details) SIGNATURES OF THE PARTIES: Customer Investor-Builder _______________ /______________/ _______________ /____________/ (signature) (full name) (signature) (full name) М. P. M.P.You must enable JavaScript to see the comments.
Under the investment understand the contract, which provides for the investment by the owner of the property in an object that can bring him income. In the construction industry, such an agreement includes a construction financing agreement, in other words, an agreement on equity participation in construction.
The construction financing agreement is concluded between the investor and the developer (customer). As a rule, such an agreement is an intermediary one. Sometimes it may include elements of a simple partnership agreement.
The construction financing agreement must clearly define the rights and obligations of the parties. So, for example, it should be written in it that the investor does not order a finished object to the developer, but only authorizes him to act in the interests of the investor on construction issues, for which he transfers money or property.
In addition, the following essential conditions should be specified in the investment agreement:
The amount of investments made in the form of cash deposits, or the valuation of other property contributed as a contribution
The procedure for financing an object by an investor
Investor's share in the investment object (in the presence of other investors) in percentage and in kind
The procedure for allocating this share (if there are other investors)
The term of the contract and the term for putting the finished object into operation.
If the investment agreement includes elements of a simple partnership agreement, then it must also indicate the procedure for distributing profits from joint activities, the procedure for managing the common affairs of partners, drawing up a separate balance sheet for a simple partnership and maintaining accounting for common property.
Since the object of investment is real estate, it is necessary to describe the characteristics of this object in as much detail as possible. It is better to give them in an annex to the contract so as not to overload the main text.
Closed Joint Stock Company "Spetsstroy", hereinafter referred to as the "Builder", represented by General Director Ivan Alekseevich Naumov, acting on the basis of the Charter (the Charter was registered by the decision of the Registration Chamber of Naberezhnye Chelny dated September 13, 1999 No. 1657, registration certificate No. 942 ). on the one hand, and a citizen of the Russian Federation Alexander Viktorovich Petrov, hereinafter referred to as the "Investor", on the other hand, have concluded this agreement as follows:
1.1. The investor contributes his personal funds to the construction of a residential building with built-in premises located at the construction address: Naberezhnye Chelny (address). the technical characteristics of which are specified in Appendix 1 to this agreement, hereinafter referred to as the "Object", in the amount of the share established by this agreement, which is in kind one two-room apartment, the technical characteristics of which are indicated in Appendix 2 to this agreement, hereinafter referred to as the "Apartment".
1.2. The Developer undertakes to find a general contractor and conclude with him on his own behalf at the expense of his own and borrowed funds (including the funds of the Investor) a contract for the construction and commissioning of the completed Object, after which he transfers (provides) the Apartment to the Investor with a full package of documents required for registration of the Apartment in the ownership of the Investor, subject to the proper fulfillment by the Investor of the terms of this agreement.
2.1. Carry out the construction of the Facility in full in accordance with the project.
2.2. Ensure the work of the State Acceptance Commission and commission the Facility in accordance with applicable regulations.
The planned completion date for construction is IV quarter of 2000.
2.3. Accept investment (cash) resources (funds) from the Investor as payment for his share contribution and in accordance with the procedure established by this agreement.
2.4.1. Within three days after the object is put into operation, notify the Investor about the commissioning of the Object, informing at the same time:
The actual number of the Apartment, the actual (postal) address of the Object, the actual total area and other parameters of the Apartment based on the technical inventory of the Object/Apartment provided by the City Department of Inventory and Real Estate Appraisal, as an authorized body (hereinafter BTI)
The final cost of the Apartment, adjusted according to the actual total area.
2.4.2. Prior to the transfer of the Facility to the balance of the operating organization, carry out the technical operation of the Facility, ensure connection to the resource supply and public utilities systems, as well as pay for the use of relevant resources and services.
2.5. Within seven days after the Investor receives a notice of the Object commissioning (according to clause 2.4.1 of this agreement), make the final settlement with the Investor and transfer to the Investor the completed apartment under the acceptance certificate.
2.6. Within two months after completion of the final settlements with the Investor, prepare and submit to the Investor and to the state institution "City Bureau for Registration of Real Estate Rights" of St. Petersburg a package of documents necessary for registration of the Investor's ownership of the Apartment.
3.1. Make regular targeted contributions for the construction of the Facility in accordance with the schedule of financing, which is an integral appendix 3 to this agreement, and in the manner specified in this agreement.
3.2. Within seven days after receiving a notification from the Developer about the commissioning of the Object (in accordance with clause 2.4.1 of this agreement), make a final settlement with the Developer and accept from the Developer under the act of acceptance and transfer of the completed Apartment.
3.3. Pay the Developer's costs incurred under clause 2.4.2 of this agreement and attributable to the Investor in proportion to the total area of the Apartment on the basis of a settlement-justified invoice issued by the Developer. Payment must be made within fifteen days from the receipt of the invoice by the Investor.
4.1. An apartment built at the expense of the Investor's funds paid by him in accordance with paragraphs 3.1 and 3.2 of this agreement is the property of the Investor.
4.2. A certificate of private ownership of the Apartment is issued to the Investor by the state institution "City Registration Bureau" on the basis of the documents submitted by the Investor, in turn received by the Investor from the Developer (in accordance with clause 1.2 of this agreement).
4.3. The Developer guarantees that the Object under construction, as well as the Apartment to be transferred to the Investor in accordance with clause 1.1 of this agreement, are not the subject of legal proceedings, are not under a ban (arrest) and are not subject to collateral, and also guarantees the absence of third-party rights to the Apartment .
4.4. The Investor simultaneously with the right of ownership to the Apartment becomes the owner of the part attributable to his share of the common area of the Object, namely: stairs and landings, basements, attics, elevators, engineering networks, equipment, etc.
5. AMOUNT OF INVESTMENT
5.1. The total amount of investments in the construction of the Facility at the time of the conclusion of this agreement is 500,000 (five hundred thousand) rubles and is not subject to change by the parties unilaterally, is determined based on the design size of the total area of the Apartment, taking into account the balcony (specified in Appendix No. 2 to this agreement).
5.2. Based on the results of measurements made by PIB, the estimated cost of the Apartment (the total amount of investments in the construction of the Facility) can be changed by the parties based on the actual total area of the Apartment, taking into account the loggia (balcony) and the cost of one square meter of the total area in accordance with clause 5.1 of this agreement.
6.1. The Investor makes regular targeted contributions for equity participation in construction by depositing funds to the Developer's cash desk or by transferring funds to the Developer's current account in terms and amounts according to the financing calendar schedule (Appendix 3 to this agreement).
The calendar schedule of financing can be changed by mutual agreement of the parties.
6.2. The Investor, at the request of the Developer, may transfer targeted contributions to his equity participation directly to the general contracting or contracting organizations.
6.3. By mutual agreement of the parties, the services rendered to the Developer in accordance with clause 8.1 of this agreement may be offset against the Investor's equity participation.
6.4. The obligation for the next targeted contribution for equity participation in construction is considered fulfilled at the time of depositing funds to the cash desk of the Developer (Contractor), or at the time of crediting the funds to the account of the Developer (Contractor), or at the time of drawing up the act of mutual offset for services, in accordance with clause 6.3 of this agreement.
7.1. If the Developer violates the construction deadline specified in clause 2.2 of this Agreement, the Developer, at the request of the Investor, pays a fine in the amount of 0.1% of the amount of funds actually paid by the Investor for each (starting from 01.01.06) day of delay, but not more than 3% of estimated value of the apartment.
7.2. In the event that the Developer violates the deadlines for completion of construction for more than one calendar month, the Investor has the right to terminate this agreement unilaterally.
In this case, the return of funds contributed by the Investor will be made within thirty days from the date of termination of the contract.
7.3. In case of violation by the Investor of the terms of payment and / or the amount of target contributions provided for by the calendar schedule of financing (according to clause 3.1 of this agreement), the Investor, at the request of the Developer, pays a fine of 0.1% of the overdue amount for each day of delay, but not more than 3 % of the estimated value of the Apartment.
7.4. In the event that the Investor violates the deadlines for fulfilling clause 3.1 (both in general and at any stage) and / or clause 3.2 for more than one calendar month, the Developer has the right to terminate this agreement unilaterally.
In this case, the return of funds contributed by the Investor will be made within seven days after the sale of the Apartment to another Investor.
7.5. In case of violation of the deadlines for fulfilling clause 3.3, the Investor pays the Developer a fine in the amount of 0.1% of the unpaid amount for each day of delay.
7.6. Force majeure circumstances under this agreement will be recognized: earthquakes, floods, other natural disasters, military operations of any nature, legislative, governmental and other regulations and decisions issued during the term of this agreement, if these circumstances directly affected ability to fulfill obligations under this agreement.
Certificates from the competent state authorities in the prescribed form will serve as proper evidence of the existence of force majeure circumstances and their duration.
8.1. By agreement of the parties, the Investor may assist the Developer in the construction of the Facility in the form of construction and installation works, logistics, provision of transport services, fabrication of structures, etc.
8.2. The Investor has the right to transfer his rights and obligations under this agreement (in whole or in part) to third parties only after receiving written consent to such transfer from the Developer.
8.3. If the Investor intends to withdraw from the subject matter of this agreement, the Investor independently finds its successor under this agreement, agrees with the Developer on the transfer of its equity participation in the construction of the Facility to the successor, after which this agreement is terminated, and the Developer enters into a new agreement on equity participation in the construction of the Facility with the Investor's successor.
The presence of the above intention does not release the Investor from fulfilling the terms of this agreement until this agreement is terminated.
The return to the Investor of the funds contributed by him under this agreement is made by the successor of the Investor within the terms and on the conditions determined between the Investor and his successor.
9.1. All disagreements arising between the parties in connection with the execution of this contract shall be settled through negotiations.
9.2. In case of failure to reach an agreement through negotiations, all disputes are subject to consideration and resolution in court in the manner prescribed by applicable law.
10. OTHER TERMS
10.1. The investor has the right to get acquainted with the project documentation, control the use of their investment funds.
10.2. The Parties bear the risk of accidental loss of the Object in proportion to the amount of funds invested in the construction.
10.3. This agreement comes into force from the moment of signing and is valid until the actual fulfillment by the parties of all the obligations assumed under this agreement.
10.4. This agreement may be terminated at the initiative of the Developer only in accordance with clause 7.4 of this agreement.
10.5. This agreement may be terminated at the initiative of the Investor only in accordance with clause 7.2 or clause 8.3 of this agreement.
10.6. Any changes and additions to this agreement are considered valid if they are made in writing and signed by authorized representatives of the parties.
10.7. The relations of the parties not regulated by this agreement are governed by the current legislation.
10.8. This agreement is drawn up and signed in two copies, having the same legal force, one copy - from the Developer and one - from the Investor.
11. ADDRESSES AND DETAILS OF THE PARTIES
Developer Investor
______ Naumov _______ ______ Petrov ______
(I.A. Naumov) (A.V. Petrov)
Investment agreement
In Russian legal practice, there is the concept of an investment agreement. Particularly interesting is the fact that, despite the widespread use of this type of agreement, it does not have an official fixation in legislative sources. How are such agreements drawn up in practice?
Definition
According to a common interpretation, an investment agreement is an agreement, as a rule, of a commercial nature, which determines the mechanism for the transfer of funds or material assets by a person or group of entities to the disposal of an enterprise with the aim of subsequent return of investments in the form of a percentage premium or an asset endowed with a high value. By signing this kind of contract, the investor transfers finances or property in favor of another person, most often in ownership or operational management.
Thus, the main purpose for which an investment activity agreement is concluded is the subsequent receipt of a commercially tangible benefit for the depositor of money or material values. At the same time, the source of income for the investor is the activity of the organization in which he invested. The contract in question, as a rule, assumes that the corresponding activities of the recipient of funds are of an entrepreneurial nature. Although the legal nature of such agreements may be very different.
Investment in construction
The investment contract in construction has gained particular popularity. The source of financing for the activities of developers, as a rule, is money coming from outside - from citizens (if we are talking about the construction of residential buildings), organizations, the state or municipalities (if the object has a commercial purpose). An investment agreement in the construction industry implies that the investor transfers funds to the developer in exchange for receiving finished real estate upon its construction (or, alternatively, the right to buy an object of interest with significant preferences).
An interesting fact is that this type of contracts are not classified in any way in the civil legislation of the Russian Federation.
From the point of view of the legal status, an investment contract for construction is a sample of a mixed agreement, the legitimacy of which is guaranteed by the wording of paragraph 2 of clause 421 of Article of the Civil Code of the Russian Federation - on the possibility of concluding contracts that may either be provided for by the laws of the Russian Federation or not have such a status.
The structure of such agreements, as a rule, implies the presence of elements characteristic of the types of agreements in various fields.
That is, construction contracts may contain wording that is typical for a loan agreement, a contract, or, for example, a partnership, based on the specifics of the activities of the company receiving investment.
Nuances of legislation
At the same time, the Civil Code of the Russian Federation is not the only source of law that determines the status of construction contracts (more precisely, it provides guidelines for compiling their structure). When drawing up such agreements, the norms of the Federal Law on Investment Activities, as well as the Law of the RSFSR of a similar nature, in those parts where the provisions do not contradict a newer legal act, may be applied. For example, some of the rules set forth in the said Federal Law are applied if we are not talking about building an object from scratch, but, say, about its overhaul or reconstruction. Agreements of this kind in some cases are also referred to as investment agreements. Since there is no clear definition of such contracts in civil law, this is not a mistake.
Signs of investment agreements
As we noted above, the laws of the Russian Federation do not give a clear definition of what an investment agreement is. At the very beginning of the article, we gave one of the popular interpretations of this term, but our definition is not official. At the same time, Russian lawyers distinguish several typical features of an investment agreement. Let's consider them.
The key criterion here is the economic content of the agreements. Some lawyers believe that it is of fundamental importance whether an investment agreement is concluded between individuals, legal entities, or both - the subjects of civil rights can be any (as well as objects). Supporters of this opinion refer to the wording of the Law of the RSFSR On Investment Activity - it says, in particular, that funds and working capital in all spheres and segments of the national economy can be objects of investment activity.
The Federal Law, already adopted in the Russian Federation, in turn, states that the object of investment can be property that is in any form of ownership - private, state, municipal and others. Some lawyers draw attention to a number of subordinate sources of law. For example, one of the documents of Russian arbitration practice states that an investment agreement must necessarily contain a wording that reflects the purpose of the investor to receive income or other preferences.
Experts identify the following several key features by which a particular contract can be classified as an investment. Namely:
Depending on the business area in which the investor and the recipient of funds cooperate, the agreement may also include wording that implies the intended use of finance and material assets transferred by the depositor, as well as the common or shared nature of ownership of the property that is transferred to the investment subject.
Investment partnership
In 2012, the institution of an investment partnership was legislated in Russia, reflecting a special form of joint activity of partners. What are the features of the agreements concluded between them? The investment partnership agreement, first of all, has the specifics of the subject.
In most cases, this is the joint acquisition of securities of business companies, as well as shares that form the share capital in a special kind of legal form of business - economic partnership. An investment partnership, therefore, acts as a kind of compromise option for the implementation of legal relations between such forms as a limited partnership (typical for legal entities) and a simple partnership (in which individuals can participate).
An investment partnership implies a contractual relationship in which intermediate taxes are not paid on the distribution of income between the participants. At the same time, the legislator provides the parties to the agreement not to disclose the terms of transactions publicly. And in this the status of an investment partnership differs in certain features from an agreement between organizations. But there are some commonalities between the two. For example, in most cases it is required to prescribe the term of the investment partnership agreement, take into account the specifics of the withdrawal of specific participants from the agreement, the specifics of interaction with creditors, etc.
The practice of drafting investment contracts in construction
Let's return to the study of agreements typical for the construction industry - as one of the most popular in terms of investment relationships in business. It would be useful to study, for example, the algorithm for the correct drafting of such contracts, based on the criteria adopted in the Russian legal system. We noted above that the form of an investment agreement may have signs of similarity with agreements typical for other business areas - lending, sales, etc. Based on this feature, how to design contracts correctly?
First, any civil agreement must begin with a preamble. As a rule, it sets out the name of the contract, the place and time, and its conclusion. The next component is information about the parties signing the agreement. If an investment agreement is concluded between legal entities, then it is necessary to fix their official name, as well as list the officials who act on behalf of the relevant structures. If one of the parties to the contract is an individual, then it is necessary to indicate his identification data (full name, passport series and number, registration address).
Note that the obligated party to the transaction has, as a rule, one of two main statuses - either it is the customer or the contractor. In the first case, this means that the investor's counterparty undertakes to attract additional contractors - that is, it is mainly a management structure. But it is quite possible that the same legal entity will be both the customer and the contractor. However, experts still recommend using the first term in the treaty.
The following are the terms of the investment agreement. As a rule, the subject of the agreement, financial indicators, as well as the content of the contract are fixed here. Some lawyers believe, referring to the provisions of Article 432 of the Civil Code, that the key condition of the investment agreement is precisely the subject. Its typical wording here may sound something like this: The investor participates in financing the project by transferring funds, and the customer uses them for the purpose of construction and subsequent transfer of the property in favor of the counterparty. Of course, depending on the specifics of a particular project, the wording may be different.
The investment agreement, the sample of which we are currently preparing, must also contain the address of the future property (street, house number, building and apartment - if they can be known), the number of floors and other signs characterizing its geographical location. In some cases, experts recommend attaching to the contract a graphic plan for the location of the object on the ground, and also, if possible, also a diagram of the apartment.
The next point is that the parties to the investment agreement fix the list of works that the obligated party must carry out in order to fulfill the terms of the contract on their part. Experts recommend disclosing their content in detail, that is, entering into the agreement that it will be construction, technical, installation work, laying communal infrastructure, and electricity. If finishing is provided - we also fix it. In some cases, it is more convenient to place a list of relevant works, as well as additional documentation on them, in annexes to the main contract.
The next item in the contract is the price. It is possible that the customer wants to install it in a foreign currency. But in this case, the main source of data on its exchange rate against the ruble should be indicated - as a rule, this is information from the Central Bank of the Russian Federation. That is, you can fix the following wording: Settlements in rubles are made based on the exchange rate set by the Central Bank of the Russian Federation on the day when the investor makes the payment. In the contract price section, it is necessary to reflect the total amount of the contribution from the investor, and also, since the subject of the agreement is real estate, the price per square meter of housing.
The investment agreement, the sample of which we draw up, must include information about the deadline for the customer (contractor - if these statuses are combined) to fulfill their contractual obligations. Article 314 of the Civil Code of the Russian Federation states that if the period is not defined, then a certain reasonable period of time is taken as the basis. But it is better, of course, to specify this condition of the contract. At the same time, the period can be tied to different moments - the delivery of the object for acceptance or the fact that the investor has registered ownership of the apartment. The specific criterion is determined by the parties to the contract, guided by objective priorities.
Investor Responsibilities
It will be useful to pay attention to such an item as the obligations of the investor. Experts believe that a standard draft investment agreement may contain the following combination of them:
Customer Responsibilities
In turn, the customer is also endowed with a certain range of obligations. What should he do:
Features of building a contract
If we simplify as much as possible the algorithm for constructing an investment agreement in construction, then it will look something like this:
Stages of implementation of the construction contract
We studied the approximate structure of an investment agreement in the construction industry. Let us now consider the stages within which the corresponding agreement can be implemented. Experts distinguish three main stages of the investment project execution.
Firstly, this is the period preceding direct financial settlements. As part of it, the customer prepares project documentation, a feasibility study, and carries out technical preparations for the construction of a real estate object. As for the source of the first type, it is a collection of information that reflects the application of technologies and engineering solutions in a construction project.
In this case, the list of works provided for in the design documentation may be indicative. In some cases, an investor may require the customer to deliver a business plan that should clearly display the benefits of a particular project, based, among other things, on its technological and engineering specifics.
Secondly, it is, as such, an investment and construction stage. Within its framework, the customer finds an investor, concludes an appropriate type of contract with him, signs contracts, in turn, with counterparties, formalizes labor relations with hired specialists. After - builds an object, and then - transfers it to the investor.
Thirdly, this is the operational stage. As part of it, additional work can be carried out - in the direction of finishing, supplying the facility with additional communal resources, resolving possible issues related to shortcomings made during construction, etc.
Transfer of the object to the investor
An investment contract for construction, a sample of which we examined above in terms of key features, implies that the transfer of a property must be accompanied by the signing of an acceptance certificate (or similar document) upon completion of construction. In addition, the investor must also obtain the necessary title documents. In some cases, the customer also undertakes to transfer to the disposal of the partner the main sources for the profile of working documentation - they can be used, for example, during finishing work or reconstruction.
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Gr. RF_____________________________________________, hereinafter referred to as the "Investor", acting on the basis of the Civil Code of the Russian Federation, on the one hand, and LLC MFO CREDITFINANCE, hereinafter referred to as the "Borrower", represented by the Chairman of the Board Andrey Yuryevich Sviridov, acting on the basis of the Charter , on the other hand, collectively referred to as the Parties, have concluded this Agreement as follows.
1. THE SUBJECT OF THE AGREEMENT
1.1. Under this Agreement, the Investor transfers to the Borrower an investment loan (hereinafter referred to as the loan) in the amount of ___________________ (_______________________________________________), and the Borrower undertakes to repay the specified loan amount within the period stipulated by this Agreement and pay interest on it specified in the Agreement.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The Investor transfers the loan amount to the Borrower in cash at the moment of signing this Agreement or transfers it to the bank account specified by the Borrower within one banking day following the day of signing this Agreement.
In the event that the specified amount is not received by the Borrower, this Agreement shall be deemed not concluded.
2.2. The repayment of the loan amount occurs in accordance with the following schedule:
Until "___" ______________- ____
Until "___" ______________- ____
Until "___" ______________- ____
The loan amount may be repaid by the Borrower ahead of schedule.
2.3. The loan amount not returned by the Borrower shall accrue interest in the amount of 22 (Twenty-two)% per annum from the moment the Borrower receives the amount until the moment it is returned to the Investor.
The borrower is obliged to pay interest on the loan amount quarterly, no later than the 30th (thirtieth) day of the respective month. Interest is paid to the bank account specified by the Investor in this Agreement.
3. RESPONSIBILITIES OF THE PARTIES
3.1. In the event of non-performance or improper performance by one of the Parties of its obligations under this Agreement, it is obliged to compensate the other Party for the losses caused by such non-performance.
3.2. In case of violation of the deadlines for repayment of the loan amount specified in clause 2.2 of this Agreement, the Borrower shall pay the Investor a penalty in the amount of 0.1% of the unpaid amount for each day of delay.
3.3. The recovery of a penalty or damages does not relieve the Party that violated the Agreement from the performance of obligations under this Agreement.
3.4. In cases not provided for by this Agreement, property liability is determined in accordance with the current legislation of the Russian Federation.
4. FORCE MAJOR
4.1. The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement, if this failure was the result of force majeure circumstances that arose after the conclusion of this Agreement as a result of emergency circumstances that the Parties could not foresee or prevent.
4.2. In the event of the occurrence of the circumstances specified in clause 4.1, each Party must immediately notify the other Party in writing about them. The notice must contain data on the nature of the circumstances, as well as official documents certifying the existence of these circumstances and, if possible, assessing their impact on the ability of the Party to fulfill its obligations under this Agreement.
4.3. If the Party does not send or untimely sends the notice provided for in clause 4.2, then it is obliged to compensate the other Party for the losses incurred by it.
4.4. In the event of the occurrence of the circumstances provided for in clause 4.1, the deadline for the Party to fulfill its obligations under this Agreement is extended in proportion to the time during which these circumstances and their consequences are in effect.
4.5. If the circumstances listed in clause 4.1 and their consequences continue to operate for more than two months, the Parties shall conduct additional negotiations to identify acceptable alternative methods for the execution of this Agreement.
5. PRIVACY
5.1. The terms of this Agreement and agreements (protocols, etc.) to it are confidential and not subject to disclosure.
5.2. The Parties take all necessary measures to ensure that their employees, agents, successors, without the prior consent of the other Party, do not inform third parties about the details of this Agreement and its annexes.
6. DISPUTES RESOLUTION
6.1. All disputes and disagreements that may arise between the Parties will be resolved through negotiations.
6.2. If disputes are not resolved in the process of negotiations, disputes are resolved in an arbitration court in the manner prescribed by the current legislation of the Russian Federation.
7. TERM OF THE CONTRACT
7.1. This Agreement shall enter into force from the moment the Investor transfers (transfers) the loan amount to the Borrower and is valid until the Parties fulfill all obligations under it.
7.2. This Agreement may be terminated early:
7.2.1. By agreement of the Parties.
7.2.2. On other grounds provided for by the current legislation of the Russian Federation.
8. FINAL PROVISIONS
8.1. Any changes and additions to this Agreement are valid provided that they are made in writing and signed by the Parties or their duly authorized representatives.
8.2. All notices and communications must be in writing.
8.3. This Agreement is made in two copies having equal legal force, one copy for each of the Parties.
9. ADDRESSES AND PAYMENT DETAILS OF THE PARTIES
Borrower: ________________________________________________________________________________
Investor:________________________________________________________________________________
10. SIGNATURES OF THE PARTIES
Borrower: Investor:
________________________ _______________________
INVESTMENT AGREEMENT
in the face. acting on the basis. hereinafter referred to as the "Investor", on the one hand and in person. acting on the basis. hereinafter referred to as the "Customer-Builder", on the other hand, hereinafter referred to as the "Parties", have concluded this agreement, hereinafter referred to as the "Agreement", as follows:
1. TERMS AND DEFINITIONS
1.1. Investments - own, borrowed and / or borrowed funds, securities, other property invested by the Investor for the purpose of making a profit. In accordance with this Agreement, investments are means of targeted financing (paragraph 10, subparagraph 14, paragraph 1, article 251 of the Tax Code of the Russian Federation) .
1.2. Investment activity - investment and implementation of practical actions in order to make a profit and implement the project.
1.3. Project - the necessary project documentation developed in accordance with the legislation of the Russian Federation and duly approved standards (norms and rules), as well as a description of the organizational and technical measures for the creation of an investment object using investments in the form of work.
1.4. The result of the investment activity (object) is a cultural center, created at the address: __________________, the construction of which will be carried out in accordance with the Project.
1.5. Contractors - individuals and legal entities that perform design and construction work under construction contracts concluded with the Customer-Builder.
1.6. Works - the entire scope of practical work on the construction of the result of investment activities to be performed by the Customer-Builder in accordance with the terms of this Agreement.
1.7. Land plot - a plot with a total area of ______ sq. m, cadastral number ____, located at: ________________, leased to the Customer-Builder to create the result of investment activity on the basis of ______________ for the period of development of initial permits, project documentation and construction of the result of investment activity.
1.8. Project documentation - initial permits, technical documentation, specifications and passports for materials, equipment, structures and components, estimates, as well as other documentation not directly mentioned above, but necessary for the performance of work and technical operation of the result of investment activity.
1.9. The total area of the result of investment activity is the sum of the areas (useful, general use, engineering purposes) of all floors (including technical, basement and attic), measured by the internal surfaces of walls and built-in and attached premises.
2. SUBJECT OF THE CONTRACT
2.1. Under this Agreement, the Customer-Builder undertakes to perform work and take all necessary actions for the implementation of the Project to create the Result of investment activity (object) on the land plot, and the Investor undertakes to transfer funds to the Customer-Builder in the amount established by this Agreement for the implementation of the project and pay Customer-Builder remuneration. Upon completion of the investment project, the Customer-Builder transfers to the Investor the result of the investment activity.
2.2. Investments received from the Investor will be used to create the result of investment activities, perform all necessary work and other actions required for the implementation of the project, and control the implementation of work.
2.3. This Agreement contains elements of various agreements provided for by the Civil Code of the Russian Federation (mixed agreement). The relations of the Parties regarding the performance by the Customer-Builder of work under this Agreement shall be governed by the rules of the Civil Code of the Russian Federation on a construction contract, unless otherwise provided by this Agreement. The relations of the Parties regarding the performance by the Customer-Builder of legal and other actions on behalf of the Investor in this Agreement shall be governed by the rules of the Civil Code of the Russian Federation on an agency agreement and a commission agreement, unless otherwise provided by this Agreement. In this case, the Customer-Builder acts on its own behalf, but at the expense of the Investor.
3. PROCEDURE OF PAYMENTS BETWEEN THE PARTIES
3.1. The amount of investment under this Agreement is rubles.
3.2. Investments are directed to the implementation of the Project within the time limits established by the Financing Schedule, which is an integral part of this Agreement, by transferring funds to the account of the Customer-Builder specified in Section 11 of this Agreement.
3.3. Investments provided by the Investor for the implementation of the Project are considered by the Parties as means of targeted financing directed exclusively to the implementation of the Project.
3.4. The amount of investments established by clause 3.1 of this Agreement may be increased in the following cases.
3.5. The increase in the amount of investments is made on the basis of an additional agreement to this Agreement, signed by the Parties.
3.6. For the performance by the Customer-Builder of work and the execution of instructions under this Agreement, the Investor shall pay to the Customer-Builder a remuneration in the amount of rubles.
3.7. The remuneration established by clause 3.6 of this Agreement is paid in accordance with the Remuneration Payment Schedule, which is an integral part of this Agreement, by transferring the amount of remuneration to the settlement account of the Customer-Builder specified in section 11 of this Agreement.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The investor is obliged:
4.1.1. Carry out financing under this Agreement in full and in the manner established by this Agreement, as well as pay remuneration to the Customer-Builder in the amount, procedure and on the terms established by this Agreement.
4.1.2. Within a day after the signing of this Agreement, transfer to the Customer-Builder the Project approved by the Investor in the composition.
4.1.3. If necessary, take part in coordinating with the authorized state bodies, approving and obtaining permits and other documentation necessary for the implementation of work in accordance with the Contract.
4.1.4. Appoint representatives to participate in the work of the commission for the acceptance of the completed construction facility.
4.1.5. To carry out the acceptance of the object from the Customer-Builder under this Agreement by signing the act of acceptance and transfer.
4.1.6. From the moment of acceptance of the object, bear the burden of its maintenance, including the risk of accidental death, as well as bear other obligations stipulated by the current legislation of the Russian Federation.
4.1.7. To duly fulfill its other obligations under this Agreement.
4.2. The investor has the right:
4.2.1. Monitor the compliance of the volume and quality of work performed by the Contractor to create the result of investment activities. When exercising control over the progress of work, the Investor or his authorized person must move around the construction site, accompanied by an authorized representative of the Customer-Builder, while strictly observing the safety rules.
4.2.2. To check at any time the progress and quality of work, the conformity of the materials used, without interfering with the operational and economic activities of other subjects of investment activity.
4.2.3. With the consent of the Customer-Builder, transfer its rights and obligations under this Agreement to a third party, provided that the latter accepts the obligations, conditions and obligations under this Agreement. Partial and / or complete transfer of rights and obligations is formalized by the relevant agreement.
4.3. The Customer-Builder is obliged:
4.3.1. Using the investments made by the Investor, ensure the implementation of the Project, including:
4.3.2. Ensure the Investor's access to the construction site to control the compliance of the volume and quality of work performed by the Contractors, accompanied by a representative of the Customer-Builder. Timely notify the Investor of the occurrence of circumstances beyond the control of the Customer-Builder that make it impossible for the Customer-Builder to properly (high-quality and timely) fulfill its obligations under this Agreement.
4.3.3. Ensure the commissioning of the facility and its delivery to the acceptance committee.
4.3.4. After putting the object into operation, transfer it to the Investor under the act of acceptance and transfer.
4.3.5. During the transfer of the result of investment activities, ensure the elimination, at the request of the administrative and technical inspection and other authorized organizations, of the shortcomings and defects indicated in the act on defects.
4.3.6. Transfer to the Investor the necessary documents (copies) available to the Customer-Builder for state registration of ownership of the result of investment activity.
4.3.7. Carry out investment activities in accordance with the current legislation of the Russian Federation, comply with the requirements of state bodies and local governments that do not contradict the norms of the legislation of the Russian Federation.
4.3.8. To exercise control over the procedure and volume of the direction of investments by the Investor in accordance with the terms of this Agreement. Use the funds received from the Investor for the intended purpose.
4.3.9. Ensure quarterly, no later than the day of the month following the reporting quarter, the provision of a report to the Investor on the implementation of this Agreement.
4.3.10. Fulfill other obligations assigned to him by this Agreement.
4.4. The Customer-Builder has the right to:
4.4.1. Require the Investor to fulfill its obligations under this Agreement.
4.4.2. To determine, in accordance with this Agreement and the project, the volumes and specific directions for the use of investments.
4.4.3. Engage contractors to carry out work.
4.4.4. Ensure compliance with the scope and quality of work performed.
4.4.5. With the consent of the Investor, transfer his rights and obligations under this Agreement to third parties.
5. TERMS OF PROJECT IMPLEMENTATION AND PROCEDURE FOR TRANSFER TO THE INVESTOR OF THE RESULT OF INVESTMENT ACTIVITIES (OBJECT)
5.1. The term for the implementation of the Project is and is calculated from the date of transfer by the Investor to the Customer-Builder of the Project (clause 4.1.2 of this Agreement). If necessary, this period may be extended by the Parties on the basis of an additional agreement to this Agreement signed by the Parties. The deadlines for the performance of certain types of work on the construction of the Facility, the deadlines for the completion of certain stages under this Agreement are established in the Work Schedule.
5.2. Upon completion of the implementation of the Project and when the facility is ready for transfer, the Customer-Builder sends the Investor a notification. The transfer to the Investor of the result of investment activity (object) is carried out according to the act of acceptance and transfer of the object. The Act is signed by both Parties or their authorized representatives and certifies the fulfillment by the Parties of their obligations under this Agreement and the absence of mutual property and non-property claims by the Parties.
5.3. The right of ownership to the object is formalized by the Investor independently after the transfer of the result of investment activity to him.
5.4. After the transfer of the object to the Investor, the Parties will take all necessary measures to formalize the rights of the Investor to the land plot.
5.5. Evidence of the quality of the result of investment activity transferred to the Investor, its compliance with construction and technical standards and rules, the Project is the signing by the acceptance committee of the act of acceptance of the result of investment activity completed by construction into operation.
5.6. When accepting the result of investment activity, the Investor is obliged to declare all the shortcomings that can be established by the usual method of acceptance. The warranty period under this Agreement is from the moment the object is accepted for operation under the act (clause 5.5 of this Agreement).
5.7. If deficiencies are found within the period established by clause 5.6 of this Agreement, the Investor has the right to apply to the Customer-Builder with a request to eliminate them. Elimination of deficiencies is carried out in time after receiving a written application from the Investor.
6. RESPONSIBILITIES OF THE PARTIES AND PROCEDURE FOR CONSIDERATION OF DISPUTES
6.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Russian Federation.
6.2. In case of violation by the Investor of the terms for making investments under this Agreement, established by the Financing Schedule, the Customer-Builder has the right to increase the period for fulfilling its obligations in proportion to the period of delay in fulfilling its obligations by the Investor.
6.3. The risk of consequences of damage or loss of the result of investment activity is transferred from the Customer-Builder to the Investor upon signing the act of acceptance and transfer of the object under this Agreement (clause 5.2 of this Agreement).
6.4. All disputes and disagreements the Parties will seek to resolve out of court.
6.5. If the Parties fail to reach an agreement, the dispute is referred to the court in accordance with the current legislation of the Russian Federation.
6.6. In order to ensure the fulfillment of its obligations, the Customer-Builder provides the Investor.
6.7. The Customer-Builder is responsible for non-compliance of the object with the Project, building codes and regulations, including those identified after the acceptance of the object, during the warranty period.
6.8. In case of non-performance or improper performance by the Customer-Builder of obligations under this Agreement, the Investor has the right to present a claim to the Customer-Builder.
in a person acting on the basis of , hereinafter referred to as " Investor”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Customer-Builder”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:1. TERMS AND DEFINITIONS
1.1. Investments- own, borrowed and/or borrowed funds, securities, other property invested by the Investor for the purpose of making a profit. In accordance with this Agreement, investments are means of targeted financing (paragraph 10, subparagraph 14, paragraph 1, article 251 of the Tax Code of the Russian Federation).
1.2. Investment activity - investment and implementation of practical actions in order to make a profit and implement the project.
1.3. Project- the necessary project documentation developed in accordance with the legislation of the Russian Federation and duly approved standards (norms and rules), as well as a description of the organizational and technical measures for the creation of an investment object using investments in the form of work.
1.4. Result of investment activity (object)– a cultural center to be created at the address: __________________, the construction of which will be carried out in accordance with the Project.
1.5. Contractors- individuals and legal entities that perform design and construction work under construction contracts concluded with the Customer-Builder.
1.6. Works- the entire scope of practical work on the construction of the result of investment activities to be performed by the Customer-Builder in accordance with the terms of this Agreement.
1.7. Land plot- a plot with a total area of ______ sq. m, cadastral number ____, located at: ________________, leased to the Customer-Builder to create the result of investment activity on the basis of ______________ for the period of development of initial permits, project documentation and construction of the result of investment activity.
1.8. Project documentation- initial permits, technical documentation, specifications and passports for materials, equipment, structures and components, estimates, as well as other documentation not directly mentioned above, but necessary for the performance of work and technical operation of the result of investment activity.
1.9. Total area of investment activity result- the sum of the areas (useful, general use, engineering purposes) of all floors (including technical, basement and attic), measured by the inner surfaces of the walls and built-in and attached premises.
2. SUBJECT OF THE CONTRACT
2.1. Under this Agreement, the Customer-Builder undertakes to perform work and take all necessary actions for the implementation of the Project to create the Result of investment activity (object) on the land plot, and the Investor undertakes to transfer funds to the Customer-Builder in the amount established by this Agreement for the implementation of the project and pay Customer-Builder remuneration. Upon completion of the investment project, the Customer-Builder transfers to the Investor the result of the investment activity.
2.2. Investments received from the Investor will be used to create the result of investment activities, perform all necessary work and other actions required for the implementation of the project, and control the implementation of work.
2.3. This Agreement contains elements of various agreements provided for by the Civil Code of the Russian Federation (mixed agreement). The relations of the Parties regarding the performance by the Customer-Builder of work under this Agreement shall be governed by the rules of the Civil Code of the Russian Federation on a construction contract, unless otherwise provided by this Agreement. The relations of the Parties regarding the performance by the Customer-Builder of legal and other actions on behalf of the Investor in this Agreement shall be governed by the rules of the Civil Code of the Russian Federation on an agency agreement and a commission agreement, unless otherwise provided by this Agreement. In this case, the Customer-Builder acts on its own behalf, but at the expense of the Investor.
3. PROCEDURE OF PAYMENTS BETWEEN THE PARTIES
3.1. The amount of investment under this Agreement is rubles.
3.2. Investments are directed to the implementation of the Project within the time limits established by the Financing Schedule, which is an integral part of this Agreement, by transferring funds to the account of the Customer-Builder specified in Section 11 of this Agreement.
3.3. Investments provided by the Investor for the implementation of the Project are considered by the Parties as means of targeted financing directed exclusively to the implementation of the Project.
3.4. The amount of investments established by clause 3.1 of this Agreement may be increased in the following cases: .
3.5. The increase in the amount of investments is made on the basis of an additional agreement to this Agreement, signed by the Parties.
3.6. For the performance by the Customer-Builder of work and the execution of instructions under this Agreement, the Investor shall pay to the Customer-Builder a remuneration in the amount of rubles.
3.7. The remuneration established by clause 3.6 of this Agreement is paid in accordance with the Remuneration Payment Schedule, which is an integral part of this Agreement, by transferring the amount of remuneration to the settlement account of the Customer-Builder specified in section 11 of this Agreement.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The investor is obliged:
4.1.1. Carry out financing under this Agreement in full and in the manner established by this Agreement, as well as pay remuneration to the Customer-Builder in the amount, procedure and on the terms established by this Agreement.
4.1.2. Within a day after the signing of this Agreement, transfer to the Customer-Builder the Project approved by the Investor, consisting of: .
4.1.3. If necessary, take part in coordinating with the authorized state bodies, approving and obtaining permits and other documentation necessary for the implementation of work in accordance with the Contract.
4.1.4. Appoint representatives to participate in the work of the commission for the acceptance of the completed construction facility.
4.1.5. To carry out the acceptance of the object from the Customer-Builder under this Agreement by signing the act of acceptance and transfer.
4.1.6. From the moment of acceptance of the object, bear the burden of its maintenance, including the risk of accidental death, as well as bear other obligations stipulated by the current legislation of the Russian Federation.
4.1.7. To duly fulfill its other obligations under this Agreement.
4.2. The investor has the right:
4.2.1. Monitor the compliance of the volume and quality of work performed by the Contractor to create the result of investment activities. When exercising control over the progress of work, the Investor or his authorized person must move around the construction site, accompanied by an authorized representative of the Customer-Builder, while strictly observing the safety rules.
4.2.2. To check at any time the progress and quality of work, the conformity of the materials used, without interfering with the operational and economic activities of other subjects of investment activity.
4.2.3. With the consent of the Customer-Builder, transfer its rights and obligations under this Agreement to a third party, provided that the latter accepts the obligations, conditions and obligations under this Agreement. Partial and / or complete transfer of rights and obligations is formalized by the relevant agreement.
4.3. The developer-customer is obliged:
4.3.1. Using the investments made by the Investor, ensure the implementation of the Project, including:
- ensure the preparation of the construction site;
- organize the performance of work by Contractors, provide the construction process with materials and equipment;
- ensure the proper performance by the involved Contractors of the necessary construction and installation works;
- manage construction, exercise control over its progress in strict accordance with the Project and the terms of this Agreement, in accordance with SNiP, technical regulations, other rules for the production of construction and installation works;
- make payment for works to Contractors and payment for other necessary works and services;
- coordinate the activities of design, construction and installation, specialized and other organizations.
- construction work (general construction work below the "0" mark, general construction work above the "0" mark);
- Finishing work;
- arrangement of internal communications networks: heating, ventilation, control unit, plumbing work below the “0” mark, plumbing work above the “0” mark, power supply;
- arrangement of networks of external communications: heating networks, networks of cold and hot water supply;
- arrangement of access roads to the object, landscaping.
4.3.2. Ensure the Investor's access to the construction site to control the compliance of the volume and quality of work performed by the Contractors, accompanied by a representative of the Customer-Builder. Timely notify the Investor of the occurrence of circumstances beyond the control of the Customer-Builder that make it impossible for the Customer-Builder to properly (high-quality and timely) fulfill its obligations under this Agreement.
4.3.3. Ensure the commissioning of the facility and its delivery to the acceptance committee.
4.3.4. After putting the object into operation, transfer it to the Investor under the act of acceptance and transfer.
4.3.5. During the transfer of the result of investment activities, ensure the elimination, at the request of the administrative and technical inspection and other authorized organizations, of the shortcomings and defects indicated in the act on defects.
4.3.6. Transfer to the Investor the necessary documents (copies) available to the Customer-Builder for state registration of ownership of the result of investment activity.
4.3.7. Carry out investment activities in accordance with the current legislation of the Russian Federation, comply with the requirements of state bodies and local governments that do not contradict the norms of the legislation of the Russian Federation.
4.3.8. To exercise control over the procedure and volume of the direction of investments by the Investor in accordance with the terms of this Agreement. Use the funds received from the Investor for the intended purpose.
4.3.9. Ensure quarterly, no later than the day of the month following the reporting quarter, the provision of a report to the Investor on the implementation of this Agreement.
4.3.10. Fulfill other obligations assigned to him by this Agreement.
4.4. The customer-developer has the right:
4.4.1. Require the Investor to fulfill its obligations under this Agreement.
4.4.2. To determine, in accordance with this Agreement and the project, the volumes and specific directions for the use of investments.
4.4.3. Engage contractors to carry out work.
4.4.4. Ensure compliance with the scope and quality of work performed.
4.4.5. With the consent of the Investor, transfer his rights and obligations under this Agreement to third parties.
5. TERMS OF PROJECT IMPLEMENTATION AND PROCEDURE FOR TRANSFER TO THE INVESTOR OF THE RESULT OF INVESTMENT ACTIVITIES (OBJECT)
5.1. The term for the implementation of the Project is and is calculated from the date of transfer by the Investor to the Customer-Builder of the Project (clause 4.1.2 of this Agreement). If necessary, this period may be extended by the Parties on the basis of an additional agreement to this Agreement signed by the Parties. The deadlines for the performance of certain types of work on the construction of the Facility, the deadlines for the completion of certain stages under this Agreement are established in the Work Schedule.
5.2. Upon completion of the implementation of the Project and when the facility is ready for transfer, the Customer-Builder sends the Investor a notification. The transfer to the Investor of the result of investment activity (object) is carried out according to the act of acceptance and transfer of the object. The Act is signed by both Parties or their authorized representatives and certifies the fulfillment by the Parties of their obligations under this Agreement and the absence of mutual property and non-property claims by the Parties.
5.3. The right of ownership to the object is formalized by the Investor independently after the transfer of the result of investment activity to him.
5.4. After the transfer of the object to the Investor, the Parties will take all necessary measures to formalize the rights of the Investor to the land plot.
5.5. Evidence of the quality of the result of investment activity transferred to the Investor, its compliance with construction and technical standards and rules, the Project is the signing by the acceptance committee of the act of acceptance of the result of investment activity completed by construction into operation.
5.6. When accepting the result of investment activity, the Investor is obliged to declare all the shortcomings that can be established by the usual method of acceptance. The warranty period under this Agreement is from the moment the object is accepted for operation under the act (clause 5.5 of this Agreement).
5.7. If deficiencies are found within the period established by clause 5.6 of this Agreement, the Investor has the right to apply to the Customer-Builder with a request to eliminate them. Elimination of deficiencies is carried out in time after receiving a written application from the Investor.
6. RESPONSIBILITIES OF THE PARTIES AND PROCEDURE FOR CONSIDERATION OF DISPUTES
6.1. The Parties shall be liable for non-fulfillment or improper fulfillment of their obligations under this Agreement in accordance with the current legislation of the Russian Federation.
6.2. In case of violation by the Investor of the terms for making investments under this Agreement, established by the Financing Schedule, the Customer-Builder has the right to increase the period for fulfilling its obligations in proportion to the period of delay in fulfilling its obligations by the Investor.
6.3. The risk of consequences of damage or loss of the result of investment activity is transferred from the Customer-Builder to the Investor upon signing the act of acceptance and transfer of the object under this Agreement (clause 5.2 of this Agreement).
6.4. All disputes and disagreements the Parties will seek to resolve out of court.
6.5. If the Parties fail to reach an agreement, the dispute is referred to the court in accordance with the current legislation of the Russian Federation.
6.6. In order to ensure the fulfillment of its obligations, the Customer-Builder provides the Investor.
6.7. The Customer-Builder is responsible for non-compliance of the object with the Project, building codes and regulations, including those identified after the acceptance of the object, during the warranty period.
6.8. In case of non-performance or improper performance by the Customer-Builder of obligations under this Agreement, the Investor has the right to present a claim to the Customer-Builder.
7. PRIVACY
7.1. Any information about the financial position of the Parties and the terms of this Agreement, as well as agreements with third parties involved in the implementation of the Project, is considered confidential and is not subject to disclosure. Other confidentiality conditions may be established at the request of any of the Parties.
8. RELEASE FROM LIABILITY (Force Majeure)
8.1. The Parties are released from liability for partial or complete failure to fulfill obligations under this Agreement, if this failure was the result of force majeure circumstances (force majeure), i.e. extraordinary and insurmountable circumstances under the given conditions, in particular floods, earthquakes, other natural disasters or any other natural phenomena, epidemics, terrorist acts, military operations, as well as changes in the current legislation, the adoption of regulations of local authorities that make it impossible fulfillment by the Parties of their obligations. Proper evidence of the existence of the above force majeure circumstances and their duration will be certificates issued by the competent authorities.
8.2. In case of changes in legislative and regulatory acts that worsen the position of the Parties in comparison with their state at the date of conclusion of this Agreement and lead to additional costs of time and money, the agreed terms for the performance of work increase in proportion to this time. The terms and cost of the Contract in this case are specified in the supplementary agreement.
8.3. The term for fulfilling obligations under this Agreement increases in proportion to the time during which such circumstances and their consequences were in effect.
8.4. If, due to the circumstances specified in clause 8.1 of this Agreement, the delay in fulfilling obligations under this Agreement is more than , either Party has the right to refuse the unfulfilled part of the Agreement. In this case, none of the Parties has the right to demand compensation for losses.
9. TERM AND AMENDMENT (TERMINATION) OF THE AGREEMENT
9.1. This Agreement shall enter into force from the date of its signing by the Parties and shall cease to be valid after the Parties fulfill all obligations under it and complete mutual settlements of the Parties.
9.2. The terms of this Agreement may be changed by agreement of the Parties. All changes, additions and agreements to this Agreement are an integral part of this Agreement if made in writing and signed by the Parties.
9.3. This Agreement may be terminated by agreement of the Parties, subject to the agreement of mutual settlements at the time of termination, as well as in other cases provided for by the legislation of the Russian Federation.
9.4. In the event of conservation of an object not completed by the construction, the Parties shall extend the validity of this Agreement or determine the conditions for its termination.
10. FINAL PROVISIONS
10.1. This Agreement is made in triplicate, having the same legal force, one copy for each Party and one for the body that registers rights to real estate.
10.2. The notifications, notices or other messages provided for by this Agreement, which are important for the relations of the Parties, must be delivered personally or sent by the Parties to each other by registered mail or telegrams with acknowledgment of receipt to the addresses specified in this Agreement as the legal and postal addresses of the Parties.
10.3. Registration of ownership of the object is not included in the subject of this Agreement.
10.4. In the event of a change in the telephone number, place of registration, postal address, as well as other details, the Parties are obliged to immediately send each other notifications of these changes in the manner provided above. All information and correspondence sent by phone and address specified in this Agreement is considered received by the Party that changed its address and phone and did not notify about it, which bears the risks of all adverse consequences.
10.5. Simultaneously with the signing of the Agreement, the Parties appoint their authorized representatives under the Agreement, having determined their competence, and notify each other about this.
10.6. After the conclusion of this Agreement, all previous agreements between the Parties - both written and oral - are recognized as invalid.
10.7. In everything else that is not provided for by this Agreement, the Parties are guided by the current legislation of the Russian Federation.
11. LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES
Investor
Customer-Builder Jur. address: Postal address: TIN: KPP: Bank: Settlement/account: Corr./account: BIC:
12. SIGNATURES OF THE PARTIES
Investor _________________
Customer-Builder _________________
Lawyers strongly recommend documenting any types of transactions, especially when it comes to large amounts of money. The investor and the customer always draw up an investment agreement - a document that takes into account all the details of the agreement reached. Investments in themselves are a risky thing, so a well-executed investment agreement can protect both the customer and the investor from some unforeseen situations.
General concepts
The investment activity agreement confirms the relationship between the investor and the customer, and also defines their rights and obligations. Equal parties to the agreement are the customer and the investor. Wherein, the customer is the one who leads the project. Usually this is the head of an enterprise or organization whose activities require investment. It is he who takes full responsibility for the money received. The customer side is obliged to comply with all clauses of the contract and confirms this with his signature. The client is responsible for the result of the investment operation and all financial activities.
The investor can be both a legal entity and an individual. He gives his funds to management and expects to receive the agreed profit. On the part of the investor, the document may contain requirements for possible risks or drawdowns. On the other hand, the investment agreement may contain a clause on the obligation of the investor not to interfere in the course of financial activities until the end of the stipulated period.
Some areas of activity may include a third party in the document, such as a contractor or investment agent. For example, one such area is construction. The agent, as a rule, receives a percentage of the amount for which the transaction is concluded, and facilitates the search for investors and the conclusion of new contracts. But for the customer, this is a rather profitable option, since the commissions are very small compared to the amounts of the contracts.
An investment agreement implies benefits for all parties: the investor increases his capital, and the customer, as a rule, receives the completed project and remuneration. The source of profit is the activity of the project.
The investor and the customer discuss the details of the future project and find out absolutely all aspects of future activities. They need to come to an agreement that suits both parties.
The transfer of money to the customer must be documented. This helps to increase the reliability of the transaction, its legitimacy and transparency. Documentary evidence reduces the risk of loss of funds for the investor and makes it possible to resolve disputes, including in court. Funds are transferred to ownership or management, which does not matter. The general mechanism implies the very fact of a loan by the customer from the investor with any form of subsequent use of funds. The process of transferring money can occur in the following ways:
- After signing the contract, the investor immediately transfers the required amount in the agreed way.
- Funds are delivered to the customer in installments. This option is acceptable to both parties if:
- The customer needs money gradually, over a certain period of time.
- The trust of the parties to each other is not at the highest level and the investor wants to play it safe.
The customer invests the money received in the project and independently monitors all ongoing processes, as well as the amounts of costs and profits. On a certain date, on which both parties agree in advance, the customer returns to the investor his reward for investing funds.
An investor can receive interest in two ways:
- Fixed amount. The result of the investment project does not affect the amount that the investor will receive - it is a fixed and unchanging figure. Payments must be made exactly on the agreed dates. Minor amendments can only be made with the consent of both parties.
- Part of the profit. The amounts of such payments are usually approximate. With long-term investments, it is rather difficult to give an exact figure. The parties start from the average values of the expected return and set a percentage of the money actually received. Many investors try to avoid such arrangements because there is some uncertainty. Customers, on the contrary, are committed to concluding just such contracts, because it makes it possible to take into account unexpected changes in the macroeconomics, inflation and other unforeseen circumstances.
The method of payment of remuneration is negotiated in advance and must be specified in the contract, in order to avoid any misunderstandings.
Commitments
The investment agreement protects the interests of both the customer and the investor. It defines the actions to be taken by both parties. The most important points that are taken into account in a standard contract are as follows:
For the customer
- Compliance with project deadlines
- Providing reports on financial activities and the progress of the project.
- Delivery of the result of the work carried out.
- Providing all necessary documents.
- Involvement of specialists or contractors for the implementation of the project and the conclusion of the contract.
- Allowable expenses control.
- Control of all activities related to the project.
- Repayment of all borrowed funds on time.
For an investor
- Transfer of the agreed amount of money without delays and changes.
- Checking the results of investment activities and acceptance of the project.
- Payment of remuneration.
- If necessary, the preparation of all documents upon completion of the project - registration of ownership and registration with the necessary government agencies.
All the wording and clauses contained in the investment agreement are very important and may affect the outcome of the resolution of disputes. Qualified lawyers can draw up the correct contract, to whom you should contact if you have the slightest doubt. It is better to spend more time compiling and studying the document than to become a victim of scammers or your own ignorance later. The lawyer needs to show a pre-drafted contract and explain in words what you really want. Then the specialist will be able to suggest inaccuracies and ambiguous points in the document, as well as suggest the correct spelling. In addition, the lawyer will check the document for compliance with the latest legislation, which not every businessman can do.
Be sure to pay attention to the presence of the following points in the contract:
- Title of the document.
- Date and time of conclusion.
- Party data.
- Individual information about the project - purpose, timing, amounts.
- Rights of both parties.
- Responsibilities of both parties.
The investment contract necessarily sets the price of the project. For an investor, it means the full amount of the required investment, which includes all costs for the cost of materials, remuneration, specialist services, acceptable risks, technical equipment and other expenses.
The project price represents the approximate amount or allowable range of required investments. To calculate the exact figures, small adjustments or indices are used, which take into account possible changes in the prices of materials or services.
In case of violation of the terms of the project, its price may change. In this case, the cost is adjusted in the interests of the party that suffered the loss.
The investor bears a significantly greater risk. With an unfavorable result of the completion of the project, it is he who will not receive his funds back, while the customer, in most cases, will simply be limited to moral experiences. Such an end to the project should definitely be considered when writing the contract and protect yourself in advance by including an appropriate clause on the payment of a penalty in the contract.
To minimize possible losses and unsuccessful outcome of investment activities, the investor should:
- Find out the details of the legal life of the other party - the reputation of the company, credit history.
- Personally make sure that all title documents are available: for land, equipment, and more.
- Check the availability of permission to carry out the relevant work or a license for a certain type of activity. Pay attention to the expiration date of such documents and compare them with current legislation.
- If there are similar investor partners, study their rights and obligations to the company of interest.
Signs of an investment agreement
There is no clear definition of the term "investment agreement" in Russian legislation. Also, the subjects that can conclude this type of contract and the objects that can be indicated in it are not regulated anywhere. Lawyers believe that the investment agreement differs from other agreements in the presence of the economic content of the document and the wording of income generation as the goal of joint activities. Signs of an investment agreement can be called:
- Long-term cooperation between the parties.
- Mutual benefit - investing money in exchange for income, real estate or other result of the project.
- The basis of the agreement is a commercial offer, project documentation.
- There is commercial interest.
We found out the main points, taking into account which an investment agreement should be drawn up. The following are the steps for its implementation.
- The first is preparation. Here, all the actions necessary for financial settlements are carried out. The customer prepares an economic justification for the required amount, shows the design documentation, and prepares the technical base. At this stage, the customer provides aggregate information on the future project, while all the figures and the list of works or required services may be approximate. Often, this aggregated information is provided in the form of a business plan, which shows the need for some of the costs and benefits of the project.
- The second is the implementation itself. At this stage, all agreements have been reached and conditions have been negotiated. The investor transfers the money to the customer, and the project is put into operation. The parties conclude an agreement, and the customer attracts all the necessary contractors and specialists.
- The third is operational. Small adjustments can be added to the implemented project - the supply of additional resources, the solution of problems that have arisen at the facility.
The implementation of the project is completed by the acceptance of the object by the investor. This must be confirmed by relevant documents, for example, an acceptance certificate. After that, the investor draws up all subsequent documents in his name.
In the field of pure financial investments, for example, transferring money to management for trading in the stock market, the result of the investment is the payment of profits to both parties, in accordance with the terms of the previously drawn up agreement. The necessary documents are also drawn up that all the conditions of the contract have been met and the parties have no claims.
If desired, the investment cooperation agreement can be extended by issuing an additional agreement. The conditions for extending cooperation may differ from those previously established. All amendments and changes must be indicated in the supplementary agreement.
Key points
No matter how profitable the future investment of funds seems to you, it is better not to rush and follow the basic rules:
- Do not believe the words - demand documents. This applies both to the documents of the individual or legal entity with whom you draw up an investment agreement, and to your mutual obligations. Everything must be documented.
- Consult with experts. Involve lawyers to study the drafted contract and the correct wording of those aspects that you want to include in it. Official organizations that can help check the reputation or credit history of the subject of interest can also be useful.
- Consider the details. Absolutely everything is important - from timing and cost to solving problem situations that may not exist. All points must be measurable and provable, no abstract or controversial formulations. Use dates, numbers, comparative ratios.
- Include clauses in the investment agreement about the various outcomes of the end of the project. Describe the conditions under which you will part with the customer in case of success and in case of a negative outcome. The classification of investment agreements and their correct structure are not provided for by law. The only thing that gives the parties the right to control each other's actions is the clauses of the contract. The more requirements are written, the better.
- Legal protection. You can protect yourself from bought judges or unfair dispute resolution if the case is considered by the court of foreign countries. This point can be specified in the contract. Abroad, the investment agreement is considered on the basis of the law, and not “acquaintance”.
