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Sample Covenants Banking Letters

by emily on December 31, 2011

Request Relaxation of Covenants in Credit Terms

 

[DATE, ex. Monday, November 28, 2011]

 

 

[NAME, BANK AND ADDRESS, ex.

Danny Graham

ABC Bank

123 Lane

Area 456

City, State, Pin Code]

 

Dear [NAME, ex. Mr. Graham],

 

As per the terms and conditions of our credit arrangement with you, we are required to maintain [STATE COVENANT WHICH YOU EXPECT TO BREAK, ex. a debt to equity ratio of 2 to 1].

 

[EXPLAIN REASONS FOR RELAXING OF COVENANT, ex. As you know, our business is seasonal, and this year, we are luckily experiencing record orders for our products. Although this is desirable from a sales and profitability perspective, though it requires additional capital to finance the growth, and we have raised this amount privately by way of debt].

 

We expect to be back in a position to maintain our covenants within a few months.

 

Thank you in advance for your anticipated co-operation.

For any queries, please feel free to contact me directly.

Yours faithfully,

[Your Name, ex. Mark Anthony]

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Sample Indemnity Agreement Letter

by emily on March 10, 2012

Indemnity Agreement to Be Given To Landlord by Someone Who Is Indemnifying the Landlord against Non-Payment by Tenant

INDEMNITY AGREEMENT -

 

This Agreement made as of [agreement date], between [Landlord name & address], the ‘Landlord’, and [Indemnifier name & address], the ‘Indemnifier’.

WHEREIN the Landlord enters into a lease of the property described as [Describe leased property here] with [Tenant name].

AND WHEREIN the property-owner agrees to enter into the Lease on the provision that he/she receives a cover from the Indemnifier, based on the terms and conditions mentioned in this Agreement;

AND WHEREIN in order to encourage the Landlord to enter into the contract, the Indemnifier agrees to provide an insurance;

NOW THIS AGREEMENT WITNESSES that in consideration of the property, the covenants and agreements contained and for other good and valuable consideration, the reception and satisfactoriness of which is hereby acknowledged, the parties are in agreement as follows:

1.         The Indemnifier hereby agrees with the Landlord:

(a)        to make the due and punctual payment of all rent, additional rent and other monies and charges of any kind whatsoever payable under the Lease during the term thereof and any extension or renewal of the term;

(b)        to effect prompt and complete performance of all obligations contained in the Lease on the part of the Tenant to be kept, observed and performed; and

(c)        to indemnify and save the Landlord harmless from any loss, costs or damages arising out of any failure by the Tenant to pay the aforesaid rent, additional rent and monies and charges or resulting from any failure by the Tenant to observe or perform any of the obligations contained in the Lease.

2.         This protection is complete and unconditional, and the compulsions of the Indemnifier shall not be freed, discharged, eased, damaged or affected by:

(a)     any time extension, or changes which the Landlord makes with the Tenant regarding the performance of any of the compulsions of the Tenant under the Lease;

(b)     any rejection by or failure of the property-owner to put in force any of the terms, covenants and conditions mentioned in the Lease;

(c)     any duty of the Lease by the Tenant or any approval which the Landlord gives  to any such duty;

(d)     any adjustment to the Lease or any rejection by the Tenant of any of its rights under the Lease;

(e)     the ending of the term or the lease termination for any reason whatsoever;

(f)       any loss of or, in respect of any protection received by the Landlord from the Tenant or, from any other person, or company, whether or not occurred or added to by or through the act, exclusion, non-payment or ignore of the Landlord; or

(g)     any act or omission of the Landlord or any other person whereby the Indemnifier would or might otherwise be released or have its obligations set free, eased, impaired or influenced in any way whatsoever, it is agreed that nothing but payment and contentment in full of all dues and charges payable according to the Lease and the due performance and adherence of all terms, covenants and conditions on the Tenant’s part to be paid and performed shall free the Indemnifier of its responsibilities hereunder.

3.         The Indemnifier hereby clearly rejects the acceptance notice of this protection and all notice of non-performance, defaulting or non-adherence the part of the Tenant of the terms, covenants and conditions mentioned in the Lease.

4.         In the occurrence of a non-payment under the Lease, the Indemnifier rejects any right to require the Landlord to:

(a)     go on against the Tenant or any other indemnifier or follow any rights or remedies in opposition to the Tenant or any other indemnifier regarding the Lease;

(b)     go on against or exhaust any protection held by the Landlord from the Tenant or any other person; or

(c)     follow any other remedy whatever in the Landlord’s power.

The Landlord has the right to implement this insurance with no regard to the receipt of extra security from the Tenant and regardless of any release or discharge of the Tenant by the Landlord or by others or by procedure of any law.

5.         With no limits on the generality of the above, the legal responsibility of the Indemnifier under this Indemnity shall continue in full force and effect and shall not be or be believed to have been waived, freed, discharged, harmed or affected by cause of the release or discharge of the Tenant in any receivership, insolvency, wrapping up or other creditors’ procedures or the rejection, or disclaimer of the contract in any proceeding and shall continue with respect to the periods earlier and afterward, for and with respect to the terms as if the Lease had not been unconfirmed or disclaimed. The accountability of the Indemnifier shall not be affected by any recovery of the property by the Landlord.

6.         No action or proceeding brought or founded under this Indemnity and no recovery in pursuance thereof shall be a block or defense to any additional action or proceeding which may be brought under this insurance on grounds of any further non-payment hereunder or in the performance and adherence of the terms, covenants and conditions mentioned in the Lease.

7.         No change of this Indemnity shall be effective unless the same is in writing and, is performed by both the Indemnifier and the Landlord.

8.         The Indemnifier shall, without limiting the generality of the preceding, be bound by this protection in the same manner as though the Indemnifier were the Tenant named in the Lease. Despite the foregoing, or any performance in whole or in part by the Indemnifier of its compulsions hereunder or of the Tenant under the Lease, the Indemnifier shall not have any right to any of the benefits to which the Tenant qualifies for under the Lease.

9.         If two or more persons, companies, partnerships or other business relations (or any arrangement of two or more thereof) perform this Indemnity as Indemnifier, the accountability of each such individual, corporation, enterprise or other business associations is joint and quite a few. In like manner, if the Indemnifier mentioned in this Indemnity is an enterprise or other business association, the members of which are constitutional or general law subject to individual liability, the liability of each such member is joint and several.

10.        All of the terms, covenants and conditions of this insurance extend to and are compulsory upon the Indemnifier, his or its heirs, executors, administrators, descendants and allots, as the case may be, and bear to the benefit of and may be imposed by the Landlord, its descendants and assigns.

11.        The compulsions of the Indemnifier hereunder shall be transferable by the Landlord and a lease assignment shall comprise an assignment of the obligations of the Indemnifier unless the said responsibilities of the Indemnifier are particularly are kept out from such assignment of the Lease.

12.        In the event of lease termination for any reason whatsoever including, but not limited to, any termination resultant from the insolvency, liquidation, wrapping up or similar circumstances of the Tenant, then at the decision of the Landlord the Indemnifier shall enter into a written agreement with the Landlord for a term beginning at the date of such termination and expiring on the date on which the Lease would have ended if it had run its full term with no defaulting by the Tenant and without such termination. Such agreement shall include the same terms and conditions as are mentioned in the Lease which would apply to and be in force for that part of the Lease term which by the original terms of the Lease would have continued till the date of such termination.

 

Dated: [dated]

…………………………………………..                             ………………………………………….

[Landlord Name]                                                                [Indemnifier Name]

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Sample Non Competition and Non Solicitation Agreement Letter

by emily on March 7, 2012

Non-Competition and Non-Solicitation Agreement

 

 

[Name, Company Name & Address here]

[Date]

Dear [name],

 

Sub – Employment Agreement

We are happy that you have accepted employment with [Company name], the ‘Employer’, beginning [employment start date]. As you know, you will be working as a [position] in our company.

This employment agreement is to confirm the terms & conditions of the safety we require about the non-competition and non-solicitation, which are required of you as a clause of being hired at this firm.

1. Non-Competition: You are in agreement that you will not, without the written consent of the Employer, during your employment, and for a period of [duration of non-competition], following your employment termination however caused (whether the employment is ended by you or, the Employer and whether with or without cause or in violation of this Agreement), either independently or in partnership with any person as chief, representative, worker, shareholder (other than a share holding listed on a United States or Canadian stock exchange that does not exceed 5 percent of the outstanding listed shares) or, in any other way whatsoever involved in or be concerned with or interested in or counsel, provide money to, assurance the debts or compulsions of or allow your name or any part thereof to be used or working by any person involved in or concerned with description of business aspect in which worker is engaged  within [area within the employee cannot compete].

You agree that the limitations set out above are reasonable and valid and all defenses to the severe enforcement of this non-competition contract by the Employer are waived by you.

2. Non-Solicitation of Clients: You agree that you will not, without the prior written consent of the Employer, at any time during your employment with the Employer or for a period of 2 years from the termination of your employment however caused (whether your employment is terminated by you or the Employer and whether with or without cause or in breach of this Agreement), either individually or through any company controlled by you and either on your own behalf or on behalf of any person competing or endeavouring to compete with the Employer, directly or indirectly solicit, endeavor to solicit or gain the custom of, canvass or interfere with any person who is a client of the Employer as at the date of termination of your employment or use your personal knowledge of or influence over any such client to or for your own benefit or that of any other person competing with the Employer.

3. Non-Solicitation of Employees: You agree that you will not, without the written approval of the Employer, at any time during your tenure with the Employer or for a period of 2 years from your employment termination however caused (whether it is ended by you or the Employer and, whether with or without cause or in violation of this Agreement), either independently or through any company controlled by you and either on your own or on behalf of any other person that competes or endeavors to compete with the Employer, directly or in any other way ask for employment, or endeavor to hire or to keep as an free contractor or representative, any person who is a worker of the Employer as of the date of your employment termination or, was an employee of the Employer at any time during 2 years prior to the your employment termination.

You further agree that, in case you are approached by a person who is or was an employee of the Employer throughout the period mentioned above, you will not propose to nor hire or keep as an independent service provider or representative any such person for a term of 2 years following your employment termination.

4. Agreement to Alteration of Restraining Covenants: As the limits in sections 1, 2 and 3 are considered by you and the Employer to be reasonable in all of the conditions as of the date of this Agreement, it is hereby agreed that if any one or more of such limitations shall be evaluated to be annulled as going above what is reasonable in all of the situations to safeguard the interests of the Employer, but would be applicable if part of the wording thereof were erased or the time thereof decreased or the range of actions covered thereby reduced in range, the said reduction shall be deemed to apply with such alterations as may be needed to make them applicable and effectual and any such adjustment shall not thereby have an effect on the legality of any other limit mentioned in this Agreement.

5. Independent Legal Advice: You agree that you have been counseled by the Employer that you should get self-governing legal advice related to the terms of this agreement. You confirm that you have either acquired such advice or decided not to do so and, that you fully understand the terms and conditions set out and agree to be bound by them.

6. Agreement Copy: You recognize receiving a copy of this agreement signed by the Employer.

 

If you agree with the above said, please sign the two copies of this letter in the presence of a witness and, send one copy to the Employer.

 

Sincerely,

 

[Employer Name]

 

Per: __________________________________

 

I have read, understand and hereby voluntarily accept the terms of employment summarized above.

 

Date: __________________________________

 

…………………………………………..                  ………………………………………….

Witness                                                                        [Employee Name]

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Sample Credit Line Arrangement Variable Rate of Interest Repayable On Demand Letter

by emily on March 5, 2012

Credit Line Arrangement Variable Rate of Interest – Repayable On Demand

REVOLVING CREDIT LINE

 

[Document date]

 

[Borrower name]

[Borrower address]

 

Dear Sir/Madam,

 

Sub – Establishment of Revolving Credit Facility

 

[Lender name], the lender is happy to propose to set up a revolving credit facility in the figure and on the terms mentioned below:

Borrower   -   [Borrower name]

Credit Facility – Revolving credit line in the limit of $[Highest loan amount] (the ‘Credit’).

Purpose      - [State purpose for which loan is to be sanctioned]

Interest – The interest on the total principal amount and, past due interest compounded monthly will be payable every month – on the first day of every month throughout the period of the Credit, and, also as before demand for payment or judgment, or together at a per annum price equal to the prime interest rate declared by the [bank name] from time to time, as a reference rate in effect for decisive interest rates on commercial loans plus [mention the % above prime lender].

Term & Maturity – The Credit are repayable on demand.

Availment – [date on which loan proceeds are available to be advanced]

Security   - [State any security the borrower gives - guarantees, mortgages etc.]

Positive Covenants – Till the time the amounts due for the Credit are paid in full, the borrower agrees to do the following:

[State here the affirmative points the borrower agrees on – e.g. the borrower will give financial statements every month to the lender etc.]

Negative Covenants – Till the due amounts are paid in full, the borrower shall not, without the written approval form the Lender, do any of these:

[State her any negative covenants of the borrower – e.g., the borrower will not take a loan from any other person/association.]

 

Yours truly,

 

____________________________________

 

Accepted ______________________, 20___

 

____________________________________

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Sample Employment Agreement In Letter Format Long Form Letter

by emily on February 27, 2012

Employment Agreement in Letter Format (Long Form)-

From:
[Your Name, & Address here]

To:

[Recipient Name & address here]

[Date here]

 

Dear [name],

Sub – Employment Agreement

We are pleased that you have accepted employment offer with [Company name] on the position of [state post]. Your [joining date] will be [date].

This letter confirms the terms & conditions of your employment.

1 Range of Work – As [post title], your responsibilities and obligations include [job profile]. The  employer may change your job profile at any time, depending on the company’s requirements. You will be notified of any such change in writing.

2. Amendment in Terms & Conditions – The terms and conditions of your employment offer may be changed from time to time, as the needs of the Employer necessitate. We will review your performance on annual basis, the time any salary changes are made in our organization.

3. Earnings – The Employer agrees to pay you a gross annual salary of $[amount], payable on [monthly/weekly/semi-monthly/bi-weekly basis].

4. Holidays – During the period of your employment, you are entitled to take vacation as per the company policies. Your holiday period should be approved by the employer.

5. Expenses – The Employer will pay you back according to its policies for all reasonable expenses incurred by you while performing for the Employer. For all such expenses, you are required to furnish the Employer bills and vouchers as and when required.

6. Services – You are expected to devote your whole time and capability to the business of the Employer. You shall serve the company using your best efforts to promote its interests.

7. Duties – You will perform all the duties given to you while in the employment, and deposit all money, securities and other valuables that belong to the Employer which you may receive for, from or on account of the Employer.

8. Rules and Regulations: You agree to be bound by and abide by all the rules and regulations or guidelines of the Company (including, but not limited to, any office procedural manuals and any privacy of information policies or procedures) which are in effect and are brought to your notice or of which you should be alert of. While a violation of any rules or regulations of the Employer may be reason for order up to and including discharge, an employee should be aware that safety of the confidential information of the Employer is very important and, so, any confidentiality breach of information policies or procedures will be reason for harsh discipline and/or termination of your employment for cause.

9. Non-Disclosure – You acknowledge that during your employment with the Employer, confidential information will be disclosed to you and, any unauthorized revelation of such information to any individual or party or for use other than for the Employer’s purposes could cause wide harm to the Employer. The confidential information of the Employer includes any and all trade secrets, private or secret information of the Employer (includes, but does not limit to)

(i) business and financial information of the Employer, (ii) business methods and practices, (iii) promotion strategies, and (iv) any such information the Employer may assign time to time as being Confidential. The confidential information does not include information available or falls into the public domain, unless such information falls into the public domain by revelation or other acts by you, or through your mistake.

You assume that during your employment or at any time afterward, unless you have written consent of the Employer, either directly or indirectly, use on your own behalf or on behalf of any other person, Company or, reveal to any other person, except for when required by your employment, any confidential information of the Employer, and you shall use your best actions to avert the illegal revelation or publication of such information. Additionally, you agree that you will not copy any confidential information including any course belonging to the Employer nor take away the same form the Company’s premises without the written authorization. You recognize and acknowledge that a violation of this condition may result in your employment termination and/or the initiation of legal proceedings against you.

10. Non-Competition: You agree that you will not, without the written consent of the Employer, at any time throughout your employment and for a period of  [non-competition period] following your employment termination however caused (whether the employment is terminated by you or the Employer and, whether with/without cause or in break of this Agreement), either separately or in joint venture as principal, representative, worker, shareholder (other than a shareholding listed on a United States/Canadian stock exchange, not exceeding 5% of the outstanding shares so listed) or, in any other way at all carry on be involved in or, be concerned or advise, loan money to, guarantee the debts or compulsions of or, authorize your name or any part thereof to be used or engaged by any person involved in or concerned with report of business facet  in which employee is involved inside [area the employee cannot compete].

You agree that the limitations set out above are logical and, applicable and all defenses to the strict implementation of this non-competition agreement by the Employer are relinquished by you.

11. Non-Solicitation of Clients: You agree that you will not, without the written consent of the Employer, during your employment with the Employer or for 2 years from your employment termination however caused (whether its terminated by you or the Employer and whether with or without cause or in break of this Agreement), either individually or your company, and either on your own behalf or, on behalf of any person competing or endeavoring to compete with the Employer, directly or indirectly solicit, or gain the custom of, canvass or obstruct anyone who is a patron of the Employer as at the date of your termination or, utilize your personal knowledge of or manipulate any such client for your own advantage or that of any rival of the Employer.

12. Non-Solicitation of Employees: You agree that you will not, without the written consent of the Employer, during your employment or for a period of 2 years from the date of your termination

however caused (whether its terminated by you or the Employer and whether with or without cause or in break of this Agreement), either individually or your company, and either on your own behalf or, on behalf of any person competing or endeavoring to compete with the Employer, directly or indirectly solicit for employment, or to keep as an independent contractor or representative, any person who is an employee of the Employer as of the date of your employment termination or, was an employee of the Employer at any time during the period of 2 years earlier to your employment termination.

You further agree that should you be approached by anyone who is or, has been an employee of the Employer during the period of 2 years, you will not propose to nor employ or keep as an independent service provider or agent any such person for a period of 2 years after your employment termination.

13. Agreement to Modification of Restrictive Covenants: While the restrictions in sections 9, 10, 11 and 12 are considered as reasonable in all circumstances by you and the Employer, it is hereby agreed that if any one or more of such limitations shall be judged to be annulled as going ahead of what is reasonable in all circumstances for the safety of the interests of the Employer, but would be applicable if part of the wording thereof were reduced or the period thereof reduced or the extent of activities covered thereby reduced in range, the said decrease shall be deemed to apply with such alterations as may be compulsory to make them applicable and efficient and, any such amendment shall not thereby affect the legality of any other restraint mentioned in this Agreement.

14. Ownership of Intellectual Property: If during your employment period, you at any time, whether performing your usual duties or other duties assigned to you (including unusual working hours), either alone or in combination with any other person generate or expand any intellectual property (including a piece of work in which copyright applies or may apply) you shall immediately reveal same to the Employer. You also agree that all such intellectual property and the patent and other intellectual property rights will be owned by the Employer.

You hereby relinquish unreservedly and irreversibly all of your moral rights and other similar rights (including the ones under law) regarding any work (that includes works which may come into existence after the date hereof) in which exclusive rights may exist, formed by you during your employment in each jurisdiction all over the world, to the extent that such rights may be relinquished in each particular jurisdiction. This waiver extends to all acts of the Employer and their descendants, assigns and licensees and the third persons acts done with the Employer’s authority and their descendants and assigns.

15. Termination for Cause: The Employer may terminate your employment agreement and, your employment at any time for reason without notice and without any compensation, either for earnings or damages of any kind.

16. Termination on Notice: The employment can be terminated either by you or the Employer at any time upon giving [notice duration] written notice to the other party. Despite the previous, the Employer may terminate the employment immediately upon paying to you for [notice duration] in lieu of such notice.

17. Fairness and Reasonableness: You and the Employer confirm that the termination notice or payment in lieu of termination notice clauses mentioned in paragraph 16 are fair and reasonable and, agree that upon termination of this agreement by the Employer in conformity with paragraphs 15 or 16  or, upon any this agreement termination by you, you will have no action, reason of action, claim or demand against the Employer or, any other person as an outcome of such termination.

18. Return of Property: Upon employment termination, you will deliver to the Employer all documents, money or other materials belonging to the Employer or, for which the Employer is answerable to others which are in your custody or charge.

19. Provisions which Operate Following Termination: Despite your employment termination for any reason whatsoever (whether it is terminated by your or the Employer, and whether with or without cause or, in violation of this agreement), the conditions of paragraphs 9, 10, 11, 12, 13, 14 and 18 of this agreement and any other conditions of this agreement essential to give efficiency thereto will continue in full power and effect after such termination.

20. Deductions: All payments under this agreement are subject to all proper legal deductions.

21. Entire Agreement: This employment agreement comprises the whole agreement between Employer and you in respect to your employment, and cancels and replaces any previous understandings and agreements between the Employer. There are no representations, contracts, forms, conditions, activities or security agreements, express, indirect or legal, between you and the Employer other than as particularly described in this employment  agreement.

22. Severability: If any condition of this employment agreement is determined to be unacceptable or unenforceable in part or whole, such invalidity will add only to such condition or part of this Agreement and, the remaining part of such condition and all other conditions of this employment agreement shall continue in full force and effect.

23. Additional Assurances: You shall perform and deliver, from time to time, all such additional documents and instruments (that includes conveyance instruments and waivers of moral rights) and, do all acts and things as the Employer may, reasonably require to efficiently carry out or better prove or perfect the full objective and meaning of this employment Agreement.

24. Governing Laws: This employment agreement is governed by and understood by in accordance with the laws of [name of the State].

25. Independent Legal Advice: You hereby agree that you have been advised by the Employer that you should get legal advice independently related to the terms of this employment agreement. You authenticate that you have either acquired such counsel or elected not to do so and, that you fully understand the terms and conditions described in this agreement, and agree to be bound by them.

26. Copy of Agreement: You acknowledge the receipt of a copy of this employment agreement signed by the Employer.

If you agree with the above mentioned, sign both copies of this letter in the presence of a witness and, return one to the Employer.

 

Sincerely,

[Company name]

 

Per: __________________________________

I have read, understand and hereby willingly accept the terms of employment outlined above.

 

Date: __________________________________

 

…………………………………………..                  ………………………………………….

Witness                                                                        [Employee Name]

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