INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (the “Agreement”) is made and entered into this day
of this ___________day of________________,20 ________(the “Effective Date”).
BETWEEN
1. [Investor Full Names], of {address}________________________.He/she shall
hereinafter be referred to as (the “INVESTOR”) of the first part;
AND
2. Task Org LLC of {address}________________________hereinafter referred to
as (the “COMPANY”) of the second part.
Collectively the Investor and Company shall be known as “PARTY” and
“PARTIES.”
WHEREAS;
1. Company is developing a software to sell to the Department of Defense;
2. Investor wishes to invest in the Company, and the Company wishes to accept
this Investment in exchange for percentage ownership in the Company.
IN CONSIDERATION OF and as a condition of the parties entering into this Agreement
and other valuable consideration, the premises, mutual promises, covenants and
agreements hereafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Investor and Company,
intending to be legally bound, do hereby agree as follows:
PURPOSE:
1. The purpose of this Agreement is to protect Investor’s financial investment in
the Company, the Company’s Confidential Information, and the Company’s
terms for a return on Investor’s Investment Amount.
INVESTMENT:
2. Investor shall invest ($0.00) (“Investment Amount”) in exchange
for___________ percent (0%) of shares in the Company’s stock. Investor shall
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pay the Investment Amount via check or wire transfer or any other agreed
payment method by the Parties to the Company upon the Effective Date of this
Agreement.
3. The Investment return by the Company to Investor shall be proportional to the
percentage of capital required to complete each phase of the software
development as described hereof:
A. Phase 1; Discovery: 30%
B. Phase 2; Design: 30%
C. Phase 3; Testing and product finalization: 40%
4. Both Parties hereby agree that Investment returns in Phase 2 will be protected
from influence from major investors in Phase 3. Any investment runs the risk of
failure and not turning projected profits.
5. The Investor’s Return of Investment shall be scaled in accordance to the
percentage cost to each development phase.
6. Company hereby agree it shall cover and return twenty-five percent (25%) of
total investment should this endeavor result in total failure.
CONTRACT TERM:
7. The Term of this Agreement shall commence on the Effective Date and shall
continue in full force and effect till the sale of the product by Company.
INTELLECTUAL PROPERTY:
8. Investor acknowledges and agrees that all ideas, concepts, materials, products,
software, documentation, designs, architectures, specifications, flow charts,
test data, Company’s notes, deliverables, improvements, discoveries, methods,
processes, or inventions, trade secrets or other subject matter related to the
Company’s business (collectively, “Materials”) conceived, developed or
prepared by Company alone during the period of their Agreement or other
relationship with the Company in written, oral, electronic, photographic,
optical or any other form, are the property of the Company.
9. The rights, title and interest of the Materials developed by the Company shall
vest in the Company. To the extent that title to any Materials by operation of
pg. 3
law, vest in the Company and such Materials may not be considered works
made for hire.
10. The copyright ownership fully vests with Company. Investor has no rights to use
the Materials designed by the Company during the period of this Agreement,
unless otherwise expressed in writing and signed by both Parties.
11. Both Parties do hereby agree that if Intellectual Property is sold by Company,
Investor shall be entitled to ___________percent (0%) of the total sales after
the deduction and payment of the taxes.
TERMINATION:
12. Each Party may terminate this Agreement upon material breach by the other
Party of one or more terms of the terms and conditions of this Agreement,
provided that the breaching Party is notified in writing of the material breach
and such breach is not cured within seven (7) days after receipt of such written
notice.
13. The Company shall terminate this Agreement once and/or if the Investor tries
or actually leaks the Intellectual Property clause.
INDEMNIFICATION:
14. The Investor and Company agree to indemnify and hold harmless the other
from any claim, damage, liability, loss, expense, arising out their failure to
perform the obligations set forth in this agreement.
DISPUTE RESOLUTION MECHANISM:
15. If any dispute relating to this Agreement between the Parties is not resolved
through formal discussion within 14 days from the date a dispute arises, the
Parties agree to submit the issue first before a non-binding mediator and to an
arbitrator in the event the mediation fails. The decision of the arbitrator will
be binding on the Parties. Any mediator or arbitrator must be a neutral party
acceptable to all Parties. The cost of any mediations or arbitrations will be
shared equally by the Parties.
pg. 4
GOVERNING LAW:
16. This Agreement will be construed in accordance with and exclusively governed
by the laws of the State of Texas.
SEVERABILITY:
17. In the event that any provision of this Agreement shall be deemed to be
severable or invalid, and if any term, condition, phrase or portion of this
Agreement shall be determined to be unlawful or otherwise unenforceable, the
remainder of the Agreement shall remain in full force and effect, so long as the
clause severed does not affect the intent of the parties. If a court should find
any provision of this Agreement to be invalid or unenforceable, but that by
limiting said provision it would become valid and enforceable, then said
provision shall be deemed to be written, construed and enforced as so limited.
ENTIRE AGREEMENT:
18. This contract represents the complete agreement between the Parties. As
such, any changes or modifications to the contract can only be made by a
mutual agreement of the parties in writing.
pg. 5
IN WITNESS, the parties have executed this Investment Agreement in duplicate
on the date and year first above written.
SIGNED by the parties:
…………………………….
(INVESTOR’S FULL NAMES-INVESTOR)
Investor’s Signature: _________________
Date: _________________
-AND-
……………………………….
(TASK ORG LLC-COMPANY)
Company’s Representative Full Names: _________________
Representative’s Title: _________________
Representative’s Signature: _________________
Date: ________________
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