Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698837864055.pdf (Sierra Leone)
JOINT VENTURE AGREEMENT BETWEEN THE MINISTRY OF AGRICULTURE AND FOOD SECURITY, SIERRA LEONE AND JAMPUR INTERNATIONAL FZE.
6I2-4W.A, DUBAI AIPORT FREE ZONE - UAE for FOR JAMPUR INTERNATIONALFZE TO USE AND, WHERE POSSIBLE, DEVELOP THE MINISTRY OF AGRICULTURE AND FOOD SECURITY'S PROPERTY OF THE SIERRA AGRI.BUSINESS INITIATIVE CENTRE AND PARTS OF ITS SURROUNDING LAND AT NEWTON, WESTERN RURAL AREA OF SIERRA LEONE AND THE MINISTRY'S WAREHOUSE FACILITES AT KISSY, FREETOWN, AS A MEANS OF DEVELOPING THE NUCLEUS OF THE COMPANY'S INTEGRATED POULTRY INDUSTRY IN SIERRA LEONE ,,,.,July,2022.
Page I of 10 MAFS-SL- Jsmpur - Joint Venture Agreement JOINT VENTURE AGREEMENT BETWEEN THE MINISTRY OF AGRICULTURE, REPUBLIC OF SIERRA LEONE AND JAMPUR INTERNATIONAL FZE.

6I2-4W-A, DUBAI AIPORT FREE ZONE - UAE (Throtrgh its subsidiary.
Jampur Sierra Leone, Limited duly autlrorized to operate in the Republic ol Sierra Leone) THIS JOINT VENTURE AGREEMENT (herein called 'JVAJ is made this .... day of ..... 2O22, betrveen THE MINISTRY OF AGRICULTURE AND FOOD SECURITY (MAFS-SL), (hereinafter referred to as the (ASSETS OWNER & LESSER Of the SIERRA LEONE NEWTON PROPERTY ANd thc MINISTRY'S Kissy trVorkshop, and JAMPUR INTERNATIONAL FZE of No.

612 4W-A, Dubai Airport Free Zone.


UAE (through its authorized & locally registerecl subsidiary Jampur Sierra Leone Limitecl, with its office space at..... ...... ... .. .
.., FIectoun, Sierra Leone (hereinafter referred to as the LESSEE) is being entercd into this agreement to take over the presenl assets and liabilities of the Ministry's property of the Newton centre and part of its surrounding land nnd one of the Kissy Agriculture stores to further develop them to support the esrablishment and operations of integrated poultry line business, rvitl.r its nucleus at NEWTON - Western Area Rural District.
The parties have agreed to enter into this agreement, which will be valid for an initial period of twenty (20) years and, based on successful implementation of this project, for a longer period.
Background MAFS-SL is desirous of cleueloping and sustaining: (a) a trarrsformed agriculture sector, with a similarly transformed livestr.ick sub- sectori (b) an integlated ponltry line in the country supported by direct foreign private investment, with technical, and managerial expertise and the linancial ability, to commercially operate and manage such a venture by engaging local sources, in an elficient manner; (cj a lii,estock sub-sector that makes Sierra Leoneans have easy and afforclable access to quality livestock and poultry/ livestock feed producecl, pror;essed and packaged in-country, with the potentials of MAtrS-SL- Jampur - Jolnt Venture Agreement Page 2 ol lO meeting the needs of the local and, later, the regionai and international market.
Whereas thc LESSER has consented to award lease of its SABI Centre at Newton ancl its existing equipment and structure, including its assets and liabilities, and agricultural land at NEWTON, which carry flnlshed and seml-Iinlshed facilltles, as described in the letter dated 28e of February- 2022, ldlrly exhibited as ANNEX-A), which is an integral part of this agreement.
Whereas the LESSER has consented to make available part of the Ministry's land {2OO acres} at Ne\.ton for, among others, the construction of offices and the industry infrastructure.

Whereas the LESSEE acknorvledges that the present facilities (as and where basis) will be taken over for further development, and will operate for (but not limited ro): a.

Development of arable land for cultivation of various crops as basic inputs to produce poultry feed, "as rnodel farming" b.
Development of irrigation system, by using ground water; c. Establishment of breeder farms for hatchable eggs production; d. Establishment of hatchery for production of day-old chicks; e. Development of pen houses for raising of broilers & layers; f. Development of chicken l'eed production facility; g. Developrnent of vaccines for livestock; h. Development of poultry slaughtering and processing facility; i.

Engagement of local farmers, especially youth and women; j.
Training & capacity building of farmers to increase commercial farming; k. Rehabilitate other buildings and storage facilities at the Newton Centre to bring them up standard.

1.

COORDINATION The parties rvill authorize representative(s) to coordinate activities between both parties in the Project sites and for taking necessary actions mutually beneficial to both parties.

Page 3 oi lO MAFS-SL- Jampur - Joint Venture Agre€ment 2, RESPONSIBILITIES OF EACH PARTY A.
RESPONSIBILITIES OF THE MINISTRY OF AGRICULTURE AND F.OOD SECURITY (i) To avail the Company of its Newton Property, structures and facilities, and assets and liabilities contained therein for further development and the Project use.

(iil To make available parts of the Ministry's land that houses the SABI Centre for the setting up of the poultry line, associated structures and infrastructure and as land for the part-production of crops for animal feed production and processing.
(iii) To avail the Company part of the Ministry's warehouse as storage site for the Company's machinery, equipment, materials and implements before transportation to the Newton Project site; (iv) To faciiitate the creation of an enabling environment for the successfr.rl setting up and profitable implementation of the Project; (v) To assist Jampur obtain all permits and licenses necessary for the intendecl projects or activities as per recitals above; (vi) To assist in ensuring that Jampur complies with all industrial, trade and environment licenses; (vii) To facilitate Government's granting of waivers on goods imported for the project's inception and implementation, in line rvith the Finance Act of 2013; (viii) To ensure that the waived goods are used for the expressed purpose: to develop the Project in line with is set objectives and activities; (ix) To support a good working relationship between the Project and the communities and stakeholders and vice versa; (x) To ensure that the Project's corporate social responsibilities as per international standards.
(xi) To certify trainees trained by the Project; (xii) To help build a good working relationship between the community people and Jampur; (xiii) lo l-rr:lp .Jampul to exeoute work under foreign investment ('od( rt n(l pri rcticcs.
(xiv) To faciiitate the provision of regular and reliable power suppllr of electricity to power the Poultry Line and related infrastructure; (Alternative, Renewable Enerry supply should be cor-rsidered; ancl Recycling Technologz for proper Waste Ivlanagement- tl:e Zero Emission Research Initiative or ZERI) ("u) To facilitate the provision of regular and reliable power supply of electricity to power the Poultry Line and related infrastrlrcture; (xvi) To advise on the development and diversilication of the project's intervention, based on expert understaoding on in- sector and in-colrntry needs; and Page 4 of lO MAFS-SL- Jcmpur - Jolnt Vcntule Agreemcnt (xvii) To help build and market the Jampur Brand as high quality, affordable and sensitive to fair production and trade prescriptions.
B.
RESPONSIBILITIES OF JAMPUR ul (ii) (iii) (iv) (v) ("i) (r'ii) (viii) (ixl (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) To meet its Environmental and Social Protection respon sibilities; Support the firdings of the assessment to ensure mitigation and eradication of the discerned threats; To take over and manage the leased Ministry of Agriculture property, the land and the warehouse in ways that further the Project's objectives; To provide relevant trainings to Sierra Leoneans to enable them to perform technical and managerial functions in the Project To set up and operate a high-tech training centre, where Sierra Leoneans, especially the community people, can be trained to work in/ with the Project; To employ Sierra Leoneans, especially youth and women; To contract farmers and farmer groups as out-growers for the Project as and rvhen needed.
To significantly transform the livestock sector by providing Sierra Leoneans highly nutritive and affordable processed livestock, and contribute impactfully to livestock import substitution; To provide or help provide regular and reliable power supply of electricity to power the Poultry Line and related infrastructure; [Alternative, Renewable Enerry supply should be considered; and Recycling Technolog,' for proper Waste Management- the Zero Emission Research Initiative or ZERI); .Iampur will hire the local youth and women above 957o of the total requirement as and when needed, preference will be given to existing staff of SABI project.
To contract out-growers to produce the Company needs for manufacturing of, for example, animal feed, outside the Ministry's 1and, in neighbouring or favourably distant communities; To develop the leased property to a state-of-the-art status; To supporr the \,Iinistry, especially the District Agriculture Office located in the Ministry's land that will house the Project, with relevant trainings/ skills transfer.

Jampur will operate its business activities as per foreign investment code of the country.
To perform its corporate social responsibilities, in line with lnternational Standards To help build and market the Sierra Leonean agricultural brand as high-quality and organic, but affordable.

Page 5 of lO MArS-SL- Jamput - Joint Venturc Agreement 3.

EXISTING STAT'F OF'THE SABI CENTRE AND OPERATORS OF THE FACILITIES THEREIN (i) Jampur to give preference to the Ministry of Agriculture and Food Security's SABI staff for employment and training.
A11 facilities rvill be given as per labour and employment conditions of the counlry by the private sector.

4, SUPPORT TO THE MINISTRY At Agricultural District Level, the Project shall refurbish the Offices and, where applicable, the staff quarters to the level that matches the standard of the nucleus project site at Newton.

5.
5.

OPERATIONS OF AN OUT-GROWER SCHEME The Jampur Project shall encourage the setting up and operations of an out-grower scheme for farmers in the neighbouring and outside communities to grow maize to service ttre feed meal subcomponent of the Nerton Project.
Jampur shall provide the requisite trainings and inputs Support for the farmers contracted in the scheme, Jampur shali be the EXCLUSIVE off-taker for the so-produced maize & Soya 6, PRE-EMINENCE OF' THE POULTRY LINE PROJECT AT NEWTON The Jampur Brand in Sierra Leone shall have the following components: poultry, associate poultry products and derivatives, fish processing, shoe making, and coffee and cocoa packaging.

But pre- eminence shall be given to the poultry line at Newton.
It sha-ll have the greater allocation of resources.

The Poultry Line shall thus be the signilicantly developed, with the capacity to advertise Jampur as a quality brand in- and out of- country before the other aspects of Jampur's production rvill substantively take-off.
This provision does not discount engagement with the Ministry of Fisheries and its stakeholder for the procurement and use of fish(eries) waste for the production and processing of feed meal for poultry to service the Project and for commercialization of the manufactured feed meal.
7, KNOWLEDGE TRANSFER Notwithstanding the responsibilities outlined in 2 B above, the Project shall: (i) provide periodic trainings to MAFS's Staff, principally of Livestock, but also the other divisions of Crops, Engineering, Planning Evaluation and Monitoring and Extension; Page 6 of 1O MAFS-SL- Jampur - Joint venture Agreement (i0 coliaborate with the Universities for curriculum development, practical ski1ls transfer and provision of relevant hardware and softrvare; and (iii) accommodate students to be interns in the Project 8.
EMPLOYMENT AND CASUAL LABOUR The Ministrl, of Agriculture and Jampur will collaborate in employment of staff.

Whe re the relevant skills are availabie in-country, preference will be given to Sierra Leoneans to rvork for the Project at technical, administrative and managerial levels.

Where Sierra Leoneans lack the relevant skills, the employees chosen from out of Sierra Leone shall be obliged to impact the relevant skills to Sierra Leoneans through an apprenticeship system.
For casual labour preference shall be given to men, women and youth in the three neighbouring communities Magbafti, Katu Town, and Kpoubu and the Ivlinistry at Newton and HQ.

a 9.

LOCALCONTENT Where requisite skillsets for labour/employment reside in Sierra Leoneans, the Project is obliged to contract or employ Sierra Leoneans with these skills.

Where these skills are not availabie, the Project shall employ people out of Sierra Leone.
But there shall be a clear and graded process of skills transfer for Sierra Leoneans in technical and managerial cadres; and, being so trarned, the Sierra Leoneans shall be given the opportunity to serve in the capacities they have been purposively trained for in the Project.

Local content shall also be given preference in the, services and contracts.

10.

Direct and Indirect Benefit of the ProJect on the Sierra Leone Economy Ta t Input S.No.
Service Descrlptlon Breeclers/ parent stock Hatchery o el.ations Livestock (farmin Slaughtering processing Poultry supply Vaccines + drugs Fish processing Coid operations and Teed I Page 7 of 10 L unit Qtv.

Use Direct Indlrect I DOC 40 25,000 2,000.00 DOC/M 4 I DOC/M 4 DOC/M 4 80 I 1i0 85 10,000.00 5,000.00 4,500.00 I\,17 17,500 JU 4,000.00 Batch N,lT rooln MT 10 100,000 2,000 10 100 3,000.00 5,000.00 2,500.00 MAFS-SL- Jampur - Joint Venture Agreemeat 9 10.
I IS LDD Li Farrner cl-I J Total impact ent Urit Families 2,000,000 200 145 200 2,000.00 5,000,00 I 1,O 15 43,OOO.OO 11.

Corpdrate Tax Contrlbutions to Natlonal Economy -- Annual Projected Revenue collection on taxation* *Based on 257o taxation schedule on the sales of follorving items: Including VAT, Sales Tax and other levies National, Regional, and Municipal Tax Revenues, etc.

Industries Employmcnt I I I Licenses and Renewals Periodic Inspections 1.

Broiler Chicken 2.

Egg Layers 3.

Day Old Chicks 4.


Poultry Feed - (self-offtake) 5.

Fish - 18,250 tons per year (50 tons p/d) I 6.

LED Lights & Fixtures 7.

Foot ware (Shoes) 8.

8.5% on average USD250 monthly salary Including social security & medical Insurance & old age benefit (Pension) 9.

Local municipality fees, road toil taxes, rniscellaneous 10.

Environment compliance, industrial standards, civil defence, labor law regulators, and Misc de artments Waste MGT.

11.
11.

Tipping Fees Solid Waste Total ProJected Contributlon of Tax to Government on Annual Basis USD ooo,ooo I 6.87 1.43 1.50 2.33 6.25 3.34 ,rc o.27 0.2 0.32 0.11 24.84 L2, TERM AND TERMINATION This Lease Agreement shall begin on the date of execution and shall remain effective for next 2O years and further extendable with mutual understanding.
Since the Lessee (investor) is bringing its own investment for expansion at larger scale, promoting local employment, saving foreign exchange, and engaging a large group of local farmers, the Ministrl, of Agriculture has awarded the lease, free of charge.

Jampur is fr,rlly authorized to transfer amount(s) of proflts, payment of salaries of expats, international paJaments, and dividends of the share holders eis and rr,hen needed.

EXCLUSIVITY 13.
EXCLUSIVITY 13.

It is hereby agreed that this Lease Agreement and the mentioned projects shall be exclusive to the Lessee with regards to the territory, as mentioned in ANNEX-A.

Page I of 10 MAFS-SL- Jampur - Jolnt Venture Agreement 14.

CONFIDENTIALITY 1 1 .


1- trach Party shall treat as confrdential all information or documents relating to the Agreement or relating to the Project and financial affairs of the Parties, including but not limited to, any information or documents relating to sales, trade secrets, customers, industrial and intellectual property, financial and accounting details, employees, and arrangements with the parties.

1 1 .2.
1 1 .2.

Each Party shall not use "conlidential information" for any other purpose than as contemplated in this Agreement nor disclose "confidential information" without the prior agreement in q,riting of the other Party during the period of this Agreement and for trveh,e months after the termination of this Agreement, 11.3- Each Party shall restrict access to the "confidential information" to any of his staff and advisers on a need-to-know basis.

15.
15.

GOVERNINGLAW This Agreement shall be governed by and construed in accordance with the Laws of England and Wales.
L6, MEDIATION 13.1 If any dispute or difference arising under or in connection with or out of or in relation to this Agreement, the Parties shall use all reasonable endeavours to resolve that dispute or determine that matter between them within 15 (fifteen) business days from the date of written notice served by aggrieved party on the other requiring that the dispute or matter be resolved or determined amicably.
16.2 lf no amicable settlement can be reached, disputes arising out of or in connection with the present shall be finally settled under the provisions of tlee Arbitration and Conciliation Act by one or more arbitrators appointed in accordance with the said Rules.

16.3 Language shall be English, and place of arbitration shall be London.

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IN WITNESS WIIERE'OF.

ih,- Panies to this Agreement hate e\ecutcd this Agreement as of'the date tjrst set forth abor,e and have caused their common seals to be affixed in the presence ol FOR: UII{ISTRY OF AGRICULTURE AI{D FQOD EECURITY Name: Amb.

Dr. Abu Bakarr Karim Date: I b Da1' of .-lanuary' 2O23 WITIESS (First Partf i: ffi l[,t_ J.{t..
(f FOR: JAMPIIR INTERNATIONAL FZE Name: Mohammad Shafiq Desigrration: Chairman Date: 16 Day ofJanuary 2023 WITI{ESS (Second Parq'l: Page 9 of lO MAtrS-SL JaBpur - Jv ASrecmsat stERafr lEtlH[ [GHt-Bt S:HISS l]{lil[IIUE tSnBI!

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