JOINT-VENTURE AGREEMENT

In London, on August 1st, 2015.

BETWEEN
OF THE ONE PART, MR. [],holding passport number [], with address at [ ];
AND
OF THE OTHER PART, MR. NELIO FREIRE LUCAS, of age, a Portuguese
national, holding passport number N530530, with address at The Villa,
Courtenay Avenue, N6 4LR (London).
ACTING
MR. [], in his own name and behalf (the INVESTOR).
MR. NELIO FREIRE LUCAS, in name and on behalf of the company Vela
Management Limited (hereinafter Vela), with corporate address at 40,
Villa Fairholme, Sir Augustus Bartolo Street, XBX1095TAXBIEX (Malta),
C52203, VAT MT 2027 9009 (the MANAGER).
The parties acknowledge each others capacity for this act, acting as stated
above,
DECLARE
I.-

The MANAGER is a company that, within other activities, financially

assists football clubs to have access to emerging football talents. The
MANAGER also has extraordinary experience in generating value for
footballers, as well as in negotiating and managing transfer
operations of football players between clubs, having developed a
worldwide network of collaborators and agents with a proven
professional history and expertise in transfer operations of this kind.

II.-

The INVESTOR is willing to invest certain amount in the Economic

Rights of a football talent and has approached the MANAGER to
request his participation and assistance in such investment, as well as
his professional collaboration to optimize the transfer of the player
invested in by both parties.

III.-

Taking the above into consideration, the INVESTOR and the MANAGER
have agreed to conclude this Joint-Venture Agreement (the
Agreement) under the following
CLAUSES

ONE.-

OBJECT OF THE PRESENTE AGREEMENT.

1.1. The object of the present agreement is the participation by the

INVESTOR and the MANAGER in the economic rights of the football
player Giannelli Imbula (the Player) in accordance with the terms
and conditions stipulated in the present Agreement.
TWO.TERMS AND CONDITIONS FOR THE PARTICIPATION IN THE
ECONOMIC RIGHTS OF THE PLAYER
2.1.

As specifically agreed between the two parties, the terms and

conditions for their participation in the economic rights of the Player
are the following:
a) The MANAGER shall negotiate with FC PORTO, the club currently
owning the 100% of both the federative and economic rights of the
Player, the acquisition of 50% of said Economic Rights for a
price not exceeding ten million euros (10.000.000 ).
b) The MANAGER will be free to decide the structure of the deal, the
nature of the contract with FC PORTO for the above acquisition, as
well as its terms and conditions, provided that the MANAGER will
keep the INVESTOR duly informed of the negotiations carried with
FC PORTO.
The MANAGER, prior to entering into the contract for the
acquisition of the 50% of the economic rights of the Player with FC
PORTO, shall inform the INVESTOR of the definitive
structure and nature of the deal and obtain his approval to
the final draft of the contract with FC PORTO that shall be
entered by the MANAGER on a on a vis a vis basis with said club.
The contract entered by the MANAGER with FC PORTO will formed
part of the present Agreement and be attached as schedule 1.
c) From its part, the INVESTOR shall transfer to the bank
account of the MANAGER, a contribution of five million
euros (5.000.000 ), that will be used by the MANAGER solely
for the transaction with FC PORTO regarding the Player, together
with the amount of [] that will be contributed by the MANAGER.
Once such contributions has been used, the MANAGER will report
the INVESTOR the details and destination of the funds.
The INVESTOR shall transfer the referred amount within three (3)
days from the date of signature of the present Agreement to the
following bank account: []
d) The MANAGER shall be the exclusive and solely party
dealing and managing the business and the day by day
contractual relation with FC PORTO, without prejudice to the
MANAGER keeping the INVESTOR duly informed of any relevant
incidence.

e) The receivables resulting from the realization of the economic

rights of the Player , shall correspond to the following parties: FC
PORTO, 50%, MANAGER, 25% and INVESTOR, 25%
Without prejudice to the aforesaid, any benefits, earning,
gains, dividends or receivables arising from the contract
with FC PORTO, will be managed and conducted directly
through the MANAGER. Coherently, the MANAGER shall be
vested with the faculties of a collection manager of any and all
receivables arising from the contract with FC PORTO that,
prior discounting of a [] % as management fee, shall then
distribute any remaining amount with the INVESTOR on a
50% basis.
In accordance with the stakes agreed above the benefits, earning,
gains, dividends or receivables arising from the contract with FC
PORTO will be shared between the two parties on a fifty percent
(50%) basis. Coherently, any expenses and debts incurred by
the MANAGER (excluding the management fee agreed above),
prior approval by the INVESTOR not to be unreasonable withheld,
will be also distributed between the parties on a fifty
percent (50%) basis
f) The parties have agreed to take all the decisions affecting or
implicating the economic rights of the Player and the contract with
FC PORTO by mutual consensus; without prejudice to such spirit, in
case of discrepancy between the two parties as specifically
agreed, the decision/s of the MANAGER shall prevail.
g) The INVESTOR shall not be entitled to assign its position in
the present Agreement to any third party without the prior
approval from the MANAGER, not to be unreasonable withheld.
Without prejudice, to the above, in case the MANAGER approves
the assignment of the INVESTOR position in the present
Agreement, the MANAGER is hereby vested with a right of first
refusal to acquire said position on the same terms and conditions
as would be offered to third parties. In such circumstances the
INVESTOR shall notify and forward a copy of the proposition
received to MANAGER, who shall then have seven (7) days to
decide whether or not it wishes to exercise its right of first refusal.
If the MANAGER does not respond within said term, the INVESTOR
may assign its position in the present Agreement.
THREE.- TAX EFFICICENCY
3.1. As agreed by the parties, the business relation between the INVESTOR
and the MANAGER will be conducted and organize as to produce the best
tax efficient treatment to the benefits, earning, gains, dividends or
receivables corresponding to each party from the contract with FC
PORTO.

3.2. Coherently with the above, the repatriation of benefits, earning, gains,
dividends or receivables corresponding to each of the parties from the
contract with FC PORTO will be achieved as to produce the best tax
efficient treatment for each of the parties.
FOUR.- TERM AND TERMINATION
4.1.

The present Agreement shall enter into force in the date of its
signature and will be in force until termination of the contract entered
by the MANAGER with FC PORTO.

FIVE.5.1.

NOTICES

All notices to be given under this Agreement shall be in writing in

English and shall be served by hand or sent by pre-paid registered
post, pre-paid international recorded air-mail, email or facsimile to the
intended recipient at the address set out below or such other address
as the parties may notify to the others for this purpose from time to
time.
MANAGER:
SENN FERRERO ASOCIADOS SPORTS & ENTERTAINMENT
Plaza de la Lealtad 3, planta 5
Madrid 28014
For the Attention of: Mr. Nelio Lucas
F: +34 91 701 00 30
E: sf@sennferreo.com
INVESTOR
[]

5.2.

Any such notice shall be deemed given, in the case of hand delivery,
at the time when the same is left at the addressees address or, in the
case of pre-paid registered post, three (3) calendar days after posting
or, in the case of prepaid international recorded airmail if sent
internationally, seven (7) calendar days after posting or, in the case of
email or facsimile on the business day (being any day which is not a
Saturday, a Sunday or a public holiday in the jurisdiction of the
addressees address set out in clause 7.1) immediately following the
date of its despatch (provided that the email or facsimile has been
duly transmitted without error to the addressees email address or
facsimile number).

SIX.- SEVERABILITY. PROFESSIONAL ASSISTANCE

6.1.

If any term or provision in this Agreement shall be held to be illegal,

invalid or unenforceable, in whole or in part, under any enactment or
rule of law by any court or authority of competent jurisdiction, such
term or provision or part shall be substituted by any other agreement
admissible by law to the maximum extent as to respect the spirit of
the substituted clause and the legality, validity and enforceability of
the remainder of this Agreement shall not be affected.

6.2.

The Parties hereby declare that have mutually received economic,

financial, tax and legal assistance during the negotiation of the
present Agreement and for its signature.

SEVEN.7.1.

CONFIDENTIALITY

During and after the term, the parties must not without the express
written consent of the other party (unless required or permitted to do
so by law (protected in doing so by a legal right of protected
disclosure), relevant rules or regulations or regulatory authority:
a)

use any of any other partys Confidential Information for any

purposes other than that agreed; or

b)

disclose any of the other parties Confidential Information to

any person (other than to their respective professional advisors
to whom disclosure is reasonably required to be made for the
purposes of this agreement).

7.2.

The parties must ensure that they keep all Confidential Information
which they obtain or otherwise receive in connection with this
agreement or the provision of the agency/representation services
safely and effectively protected against improper disclosure or use.
The parties must also use their reasonable endeavours to prevent
improper disclosure or use of such Confidential Information by third
parties.

7.3

For the purposes of this agreement Confidential Information

includes, without limitation, lists of actual or potential clients,
customers and suppliers; details of relationships or arrangements with
or knowledge of the requirements of actual or potential clients,
customers and suppliers; details of a partys business methods,
finances, prices or pricing strategy, marketing or development plans
or strategies; any information relating to the MANAGER or any related
party, which a party reasonably considers to be confidential and the
existence and terms of this Agreement.

EIGHT.-

ENTIRE AGREEMENT

8.1

This Agreement sets out the entire agreement between the parties
hereto, and in relation to those matters set out herein, supersedes all
prior discussions statements representations and undertakings
between them and their advisors.

8.2.

Any valid alteration to or variation of this agreement must be in

writing and signed on behalf of each of the parties by a duly
authorised officer.

NINE.SURVIVAL OF
FURTHER ASSURANCES
9.1

RIGHTS,

DUTIES

AND

OBLIGATIONS.

Expiry or termination of this Agreement shall not release the parties

from any liability or right of action or claim which at the time of such

expiry or termination has already accrued or may accrue to a party in

respect of any act or omission prior to such expiry or termination.
9.2.

Expiry or termination of this Agreement shall not affect the coming

into force or the continuance in force of any provision hereof which is
expressly or by implication intended to come into or continue in force
on or after such termination.

9.3

The parties shall at the requesting partys reasonable expense do and

execute all such further acts and things as are reasonably required to
give full effect to the rights given under and the transactions
contemplated by this Agreement.

TEN

GOVERNING LAW AND JURISDICTION

10.1. The parties, expressly waiving any right to any other applicable
legislation or jurisdiction, expressly submit any dispute between them
or arising from this agreement, to the Court of Arbitration for
Sports (CAS) in Lausanne, Switzerland, to be decided by a
panel of three (3) arbitrators in accordance with its rules. The
arbitration will be conducted in English.
12.2. The present Agreement is subject to the laws of Switzerland.

SIGNATURES

SIGNED by
____________________
____________________

Date:

SIGNED by
____________________
____________________

Date:

SCHEDULE 1
CONTRACT WITH FC PORTO