Translated from Portuguese to English - www.onlinedoctranslator.
com
Via A Manzoni 2, Modigliani (Fc) 47015, Italy
Fax: +39 05 4694 0641
Tel: +1 206 809 1206
Email:
[email protected] maecfinance.com
INDEMNIFICATION AGREEMENT
IN BETWEEN
KEVE BANK
&
MAEC 87 SRL
IN BETWEEN:
BANCO KEVE, SA., with headquarters in Luanda, Municipality of Luanda, Urban
District of Maianga, Avenida Ho Chi Minh, Comandante Gika, Edifício Garden Towers,
Torre B, 11th/12th Floor, registered at the Commercial Registry Office of Luanda under
the No. 2019.174, Taxpayer No. 5401040580, with the share capital fully subscribed
and paid up in the amount of Kz 20,000,000,000.00 (twenty billion kwanzas), in this
act represented by Mr. Artur Jorge Fernandes Rodrigues, Portuguese nationality ,
divorced, with professional residence mentioned above, holder of Residence Card no.
0044478TO1, issued by the Migration and Foreigners Service on 11/05/2021 valid until
10/05/2025, Taxpayer no. Executive Director and Efigénia Meno Rómulo Tonha,
married, with the aforementioned professional residence, holder of Identity Card No.
000458824LA033, issued by the National Directorate of Identification, Registries and
Notaries on 06/06/2019 valid until 06/05/2029, Taxpayer no. 000458824LA033, in the
capacity of Executive Administrator, both with sufficient powers to grant the act,
hereinafter also called “The Indemnified Person”
AND
MAEC 87 SRL (hereinafter referred to as “MAEC”), an active SR limited liability
company, duly constituted and existing under the laws of the Italian Republic and with
its registered office at 47015 Via Manzoni, 2 Modigliana (Fc) Italy, Tax (VAT)
02167460399, represented by Dr. Protarcius Ngwenya, Zimbabwean passport
#AE746348, as vice president and legal representative of the company, Zambian
telephone # +2600957359339 hereinafter referred to as “The Indemnifier”.
The Parties freely and in good faith enter into this Indemnity Agreement, hereinafter
referred to as "Agreement which will be governed by the above recitals, by the following
conditions:
WHEREAS, Indemnitee wishes to seek protection against bank liability, any negative
occurrence of the SBLC MT760, liability for personal instrument scrutiny, transferability,
loss, damage or lawsuit as a result of Indemnite's participation in the SBLC MT 760 lease
sale or any other activity whose description is attached or not included in this
Agreement.
Therefore, in the consideration established in this Agreement and duly recognized, the
parties agree to the following:
a. The Indemnifier indemnifies the indemnified party against any
negative occurrence to the aforementioned SBLC MT760 instrument.
Any damages caused, losses of value and proceedings, whether
criminal, civil or arbitration, resulting from the Indemnite's participation
in the sale of this SBLC lease or any activity or action that may result
from this transaction. Furthermore, the Indemnifier indemnifies the
Indemnitee from all obligations such as judgments, fees, fines, penalties
or other actual losses.
b. The Indemnified Person is not compensated in the following circumstances.
i. Loss, injury, or lawsuit caused by the indemnite's failure to
act in good faith or reasonably.
ii. The indemnified person's conduct consists of dishonest,
deliberate or intentional action.
iii. The Indemnite commits any action due to the influence of
third parties, such as bad external advice or any other
agreement.
c. In case of any claim, the Indemnitee must inform the Indemnitor
within 30 days of the occurrence of the claim with all necessary
details and documents relating to the claim.
d. The Indemnifier retains the first right to determine the adequacy of
compensation under this contract. If the Indemnite disagrees with
the Indemnitor's determination, the determination will be submitted
to an independent attorney or court of jurisdiction acceptable to the
Indemnite, whose determination will be final.
e. The Indemnifier and the Indemnified Person shall each bear their
own legal and administrative costs of any litigation or legal
occurrence that may arise or exist.
f. In the event of an appropriate indemnity under this agreement, the
Indemnifier may agree to participate in the defense of the
Indemnitee at its own expense, together with counsel reasonably
appropriate to the Indemnite.
g. Once the Indemnified Party has notified the Indemnified Party of its
intention to participate in the defense, the Indemnified Party may
hire independent counsel; the cost of such an agreement is the
responsibility of the Indemnite.
h. If the Indemnifier chooses not to participate in the defense of the
Indemnified Person, the Indemnified Party shall take such measures
for the defense as the Indemnified Party deems appropriate. In this
case, the Indemnifier will be responsible for covering all defense-
related expenses.
i. If the Indemnified Party chooses to resolve any claim, it is
mandatory to obtain the Indemnifier's consent. Without such
consent, the Indemnifier will not be responsible for covering any
costs related to the agreement.
j. The Indemnifier must make all payments related to the indemnity in
full within 30 days of receipt of the Indemnity notice if the
Indemnifier is the cause of the damage.
k. The rights and obligations of this agreement will be in effect until
the SBLC's mandate expires.
l. The Indemnifier is not subject to any claim, loss, damage or legal
action resulting from the Indemnite's participation in the Activity,
except those that are proven to have occurred due to the
Indemnitor's fault.
m. The parties voluntarily terminate the Agreement.
n. The Agreement may be modified, amended or terminated in writing
and signed by both parties with 30 calendar days' notice.
o. The Indemnitee or Indemnifier may not assign the rights and
obligations of this Agreement to anyone under any circumstances.
p. Any dispute arising out of or relating to this Agreement will be
governed by the laws of the jurisdiction of ICC-Paris or the
commercial law of the Swiss Court.
q. This Agreement consists of the entire Agreement, including the
appendices between the Indemnitee and the Indemnifier.
This Agreement was drawn up in 2 (two) copies, which will remain, after initialed and
signed, each in the possession of each of the Parties, being valid as originals.
Celebrated on April 24, 2024.
THE INDEMNIFIED/BANK
___________________________ ___________________________
Efigénia Meno Rómulo Tonha Artur Jorge Fernandes Rodrigues
Executive Administrator Executive Administrator
THE INDEMNIFIER:
Dr. Protarcio Ngwenya Signature Date
Passport No.: AE746348
Vice President MAEC 87 SRL
Mr James Ngwenya Signature Date
Passport No.: PB3291495
Witness
