Payment Agreement Template

1.

The Owing Party agrees and acknowledges that it is indebted to the Owed Party an amount of money equal to the Deficiency as defined above. Nothing in this Payment Agreement is a waiver of any amounts owed and in the event of any breach of this Agreement by the Owing Party, the Owed Party's rights to the Deficiency shall not be limited.

If the profits of any selling or other disposal of the Assets are inadequate to cover the Owing Party’s commitments and the costs and expenses of any lawyers hired by the Owed Party to recover the shortfall, the Owing Party will be responsible for such shortfall.

2.

The Owing Party hereby represents and warrants that this Agreement and the payment plan herein has been developed in a manner that the Owing Party reasonably believes it can pay the Owed Party without further interruption notwithstanding an additional change in circumstances.

Both parties comply with the following warranties and representations: Each party guarantees and denotes toward the other that: (i) it has all necessary organizational or other authority, jurisdiction, licensing requirements, planning permissions, privileges, approvals, and wholly owned subsidiaries to execute this Arrangement and carry out its contractual duties; and (ii) its implementation, distribution, and effectiveness of this Contract has been allocated by, or is in full compliance with, its organic components, and this Contract has been duly implemented.

3.

The Parties hereby agree to the payment plan as described on Exhibit A attached hereto (the “Payment Plan”). The Owing Party agrees to make the payments to the Owed Party associated with the dates as listed on the Payment Plan.

All payments required under this Agreement must be wired to a bank account chosen from a bank in the country of the Owed Party’s choosing. All transactions under the agreement must be paid in US currency. Any transaction that is due under certain terms and conditions but falls on a weekend, holiday, or other non-business day mustl be made the next working day. To the extent permissible by applicable law, any transactions that are not made on the deadline they are due under this Contract will accrue interest at the prime rate as reported by the Wall Street Journal on the deadline, plus an extra (**) percent ((**)%), determined by calculating the amount of days the fee is past due.

4.

Payments shall be made to the Owed Party in accordance with the Payment Plan via bank transfer.

5.

In consideration for agreeing to this Payment Agreement, the Owed Party hereby releases any ancillary claims against the Owing Party related to the Deficiency as of the date of this Agreement. However, nothing in this Agreement is meant to release the Owing Party from its obligation to pay the Deficiency according to the Payment Plan herein or limit the rights of the Owed Party in collecting said Deficiency.

6.

In the event that the Owing Party fails to make any payments in accordance with the Payment Plan, upon reaching ten (10) days after the failure to make any such prescribed payment, the full amount of the Deficiency shall come immediately due and payable.

7.

The Owed Party may assign this Agreement with written notice to the Owing Party. In the event of such assignment, the assignee may designate a new method of payment.

8.

No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.

9.

In the event any provision of this Agreement is unenforceable for any reason, then the Parties agree that such provision shall be deemed to be struck and the remainder of the Agreement shall be enforced as if the struck provision were never included in the Agreement.

Clause of Severability: Any portion, clause, guarantee, or claim of this Contract that is unlawful, illegal, or invalid shall be futile to the degree of such violation without undermining the remainder of this Contract's terms. Without nullifying the residual terms of this Agreement, any component, requirement, recognition, or warranty that is forbidden, impossible to enforce, or determined to be nullified or held to be invalid in any jurisdiction shall be useless with respect to that authority to the significant degree of such restriction or enforcement of public, and any such restriction or non-infringement in any authority with respect to any new loan shall not nullify or render such requirement voidable in any other purview.

10.

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of [Sender.Country], [Sender.State] and subject to the exclusive jurisdiction of the federal and state courts located in the [Sender.Country], [Sender.State].

This Contract is the whole understanding between the companies with regard to its nature of the content, and it will continue to progress and retain its effectiveness until the Parties mutually agree to its termination. The subsection headers utilized here are purely for clarity and have no bearing on how this Contract should be read or understood. Each entity gives consent to the exercising local jurisdiction and knowingly and willingly commits to the authority of such state's courts in any action or proceeding relating to this Contract. This Agreement shall be interpreted, executed, and directly controlled by the intrinsic laws of that state without giving power to its principles of dispute of law.

Securities Trading: The Parties recognize that they are aware that the United States securities laws prohibit anyone who possesses substantial, non-public knowledge related to the transaction from acquiring or selling securities of a corporation that may be a party to such a transaction or from disclosing such information to any other person. The Parties also undertake to educate their members, executives, managers, employees, and advocates who are aware of the things that are a basis of this Contract of this fact.

Notices: Any notices required to be given by one Party to the other will be deemed to have been duly given if personally hand delivered, communicated by electronic mail, or sent by registered mail, postage prepaid, to the Parties at the addresses listed below for each entity, or to any additional addresses either entity may create on a regular basis provided notice is given in writing to the other Party. If conveyed personally or by fax, this notice will be assumed to have been given at the time of transmission; if sent by registered mail via the postal system, it will be regarded to have been delivered three working days after the date of posting.