REVENUE SHARING AGREEMENT
This Revenue Sharing Agreement
(hereinafter “the Agreement”) is made
and entered into this day of
_________________[Date],
_________________[Month],Two
Thousand and Twenty-Three (2023).
BETWEEN;
1. [Company/Individual Name],
(hereinafter referred to as
"Client"), residing at [Address] of
the first part;
-AND-
2. Healveda Health LLC, Healveda
Hair within the state of Nevada,
Las Vegas (hereinafter referred
to as "Service Provider") of the
second part.
3. [Customer’s Name], having a
primary address at [ADDRESS]
,(hereinafter referred to as
“Customer”)
Hereinafter, the Service Provider and
the Client may be referred to
individually as “Party” and collectively
as the “Parties”
SCOPE OF AGREEMENT;
1. The Service Provider wishes
to engage the Client for
certain services (the
“Services”).
2. The Client is desirous of the
Services
3. The Service Provider has the
skills, qualifications, and
expertise required to provide
the Services to the Client;
4. The Service Provider wishes
to render the Services to the
Client;
IN CONSIDERATION OF the
promises and covenants herein,
as well as other good and
valuable consideration (the
receipt and sufficiency of which
is hereby acknowledged), the
Parties do hereby agree as
follows:
TERMS AND CONDITIONS
The Parties hereby agree to the
following terms and conditions that
shall define and govern the relevant
aspects of this Agreement.
1 PURPOSE
1.1 The prime purpose of this
Agreement is to set the guidelines
and describe a method to share
the Business revenues among the
Parties, that are fair, workable,
and acceptable to both the
Parties.
1.2 The Service Provider will partner
with the Client to provided
certain Services to the Customer
and the Customer is desirous of
the Services.
2 SERVICES PROVIDED
2.1 The Service Provider wishes to
partner with the Client to provide
certain Services to the Customer
of the Client;
2.2 The Client hereby agrees to
engage the Service Provider to
provide the Client with the
following Services:
2.2.1 Stem cell therapy and treatment
for hair loss
2.2.2 Stem cell hair transplant
2.3 The Services will also include any
other tasks which the Parties may
agree on. The Service Provider
hereby agrees to provide such
Services to the Client.
2.4 The Client shall receive ten (10%)
percent per Customer sale as
described in the Agreement under
section 5.
3 TERM
3.1 This term of this Agreement (the
“Term”) will begin on the date of
this Agreement and will remain in
full force and effect indefinitely
until terminated as provided in
this Agreement.
3.2 In the event that either party
wishes to terminate this
Agreement, that Party will be
required to provide thirty (30)
days’ written notice to the other
Party.
3.3 In the event that either Party
breaches a material provision
under this Agreement, the non-
defaulting Party may terminate
this Agreement immediately and
require the defaulting Party to
indemnify the non-defaulting
Party against all reasonable
damages.
3.4 Except as otherwise provided in
this Agreement, the obligations of
the Service Provider will end upon
the termination of this
Agreement.
4 RESPONSIBILITIES
4.1 Both the Parties are hereby
responsible to ensure and perform
the following duties:
4.1.1 Maintenance of co-ordination
and other prospecting duties
with regard to each other; and
4.1.2 Timely completion of paperwork
as required for the smooth
working of the business; and
4.1.3 Performance of all duties and
services that may be assigned by
either of the Party to accomplish
the aims of this Agreement in
the time, place, and manner
deemed appropriate by the
mutual consent of the Parties.
5 REVENUE SHARING
5.1 In consideration of the duties
performed by both Parties, the
Client shall be entitled to ten
(10.00%) per customer sale of the
Services sold by Service Provider.
5.2 To be considered a “direct result”
of either Parties’ efforts,
substantially all the contact with
a customer that leads to a sale
should have been made by that
particular party only. Although
initial contact and contact at the
sale point shall be factors to
consider.
5.3 “Profits” shall be deemed to be
calculated by the selling price;
less any expenses by the Business
paid on behalf of both the parties
in furtherance of the sale and the
cost of goods sold.
6 PAYOUTS
6.1 Given below shall be the standard
responsibilities of the Parties in
terms of Payouts and Profit-
Sharing in order of financial
distribution, based on every
project or job. No payouts shall
be given until the balance of the
said project or job is paid in full.
Business Percentage of Total
Profit
[Service
Provided]
[00.00]%
[Service
Provided]
[00.00]%
7 LIABILITY
7.1 Each Party acknowledges that it
shall be responsible for any loss,
cost, damage, claim, or other
charges that arise out of or is
caused by the actions of such
Party.
7.2 Neither Party shall be liable for
any loss, cost, damage, and/or
claims, that arise out of or are
caused by the actions of the other
Party.
7.3 Joint and several liabilities will
not attach to the Parties; no Party
is responsible for the actions of
any other party but is only
responsible for those tasks
assigned and outlined in the
Agreement.
7.4 The Parties agree that
consequential or punitive damages
may be applicable or awarded
with respect to any dispute that
may arise between or among the
Parties in connection with this
Agreement.
7.5 A Partner will not be liable to the
Partnership, or to any other
Partner, for any mistake or error
in judgment or for any act or
omission done in good faith and
believed to be within the scope of
authority conferred or implied by
this Agreement or the
Partnership.
8 INDEPENDENT CONTRACTOR
8.1 Both the Parties hereby agree that
neither of Parties works under the
other, that is, the Parties shall be
considered Independent
Contractors and not the agents or
employees of the other Party.
Neither of the Parties shall have
the authority to make any such
statements, representations or
commitments, nor to take any
action which shall be binding or
offending the other Party, except
as may be expressly provided or
authorized in writing.
9 CUSTOMER’S OBLIGATIONS
9.1 The Agreement is conditional
upon the acceptance of the
Customer by the Service Provider
based upon information given by
the Customer during the Initial
Consultation and subsequent Stem
cell hair consultation. The
decision to carry out treatment
shall be at the discretion of the
Service Provider and the Client.
9.2 Treatment will only be given
where payment has been taken as
agreed with
the Customer’s Advocate and a
clear payment plan has been
detailed and agreed
by both the Customer and the
Service Provider.
9.3 The Customer acknowledges that
the Service Provider is not a
doctor or
surgeon. Any advice that the
Service Provider may give is
purely of a
general non-medical nature.
9.4 The Customer agrees to provide
the Service Provider and Client
with a health
history that is honest, accurate,
reliable and complete. The
Customer understands
that withholding any medical
information could be detrimental
to his or her
health and safety and may result
in cancellation of the procedure
with no
refund. The Customer agrees that
if any change occurs in his or her
medical
history or status to inform the
Service Provider through Client
without delay and
to, at all times, keep Service
Provider informed
9.5 The minimum age for any
consultation or stem cell hair
treatment is 18 years of
age
10 CONFIDENTIALITY
10.1 Neither Parties involved in this
Agreement shall, in any manner,
either directly or indirectly :
10.1.1 Disclose or communicate to a
third party any information
relating to the Business of the
Parties including but not limited
to customer lists, price points,
marketing plans (the
“Confidential Information”),
yearly revenues, or any other
private information.
10.1.2 Duplicate any kind of
Confidential Information.
10.1.3 Use any of the Confidential
Information other than solely for
the benefit of the Business.
11 GENERAL OBLIGATIONS
11.1 In the interest of Customer’s
safety and welfare, Service
Provider reserves the right to
cancel or postpone Customer’s
treatment.
11.2 Client’s role is limited to
providing arrangement and
coordinating services
between Customer and the
Service Provider for the purpose
of the Stem cell hair treatment
Services provided to Customer by
Service Provider.
11.3 Customer should seek advice from
its General Practitioner when
considering and
before deciding upon the Stem
cell hair treatment and should
undergo any appropriate
health checks and tests before
you decide upon such treatment.
12 EXPENDITURES
12.1 Neither of the Parties shall be
entitled to any reimbursement of
any kind of expenses except those
that have been previously
approved in writing by both the
Parties. Should the Business
require travel by the
Representative of either of the
Parties, then that particular Party
shall reimburse its Employee for
such travel expenses, along with
reasonable lodging and meal
expenses after the presentation of
receipts of such expenditures.
13 RELATIONSHIP OF PARTIES
13.1 It is understood and agreed by the
Parties that this Agreement does
not create an employer-employee
relationship, a partnership for tax
purposes, or for any other reason.
The Parties confirm that they will
observe the laws of their
respective jurisdictions.
14 TAXATION
14.1 Each Party will be fully
responsible for their own taxation
and provide a declaration that the
funds shall not be used for any
illicit or illegal activities covering
any existing law. Some of the
notable inclusions are money
laundering, evasion associated
with international laws, money
transfer policy for the avoidance
of debt. No Party of this
Agreement shall be liable for any
tax payments required by any and
all governing authorities for any
other participating party.
15 NON-EXCLUSIVITY CLAUSES
15.1 The relationship between the
Parties is non-exclusive, which
means that no Party is under any
obligation to submit transaction
opportunities to the other Party in
this Agreement for the
procurement of financing and re-
sale, or presentation to a Buyer.
Each transaction shall be managed
on a case-by-case basis. Once the
Parties agree to enter into a
transaction jointly, that said
transaction shall be considered
exclusive to this Joint Venture.
Any such transaction will be
confirmed in writing by the
Parties as a Transaction
Amendment.
16 INTELLECTUAL PROPERTY
16.1 Service Provider represents and
warrants to the Client that it is
the beneficial owner of all rights
in and to the Intellectual Property
relating to the product of the
Stem Cell Hair Technology (the
“Product IP”). The Parties
acknowledge and agree that such
Product IP was developed,
created or acquired by the Service
Provider prior to any
manufacture, packaging or
delivery of the Product to Client
under this Agreement. The Parties
further acknowledge and agree
that such Product IP shall remain
the sole and exclusive property of
Service Provider, and Client shall
not have or acquire any right,
claim, title or interest in or to any
of the Product IP of Service
Provider, except as otherwise
provided in this Agreement.
17 DISPUTE RESOLUTION
MECHANISM
17.1 If any dispute relating to this
Agreement between Partners, or
between one or more Partners
and the Partnership, is not
resolved through formal discussion
within 14 days from the date a
dispute arises, the Partners 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 Partners. Any mediator or
arbitrator must be a neutral party
acceptable to all Partners. The
cost of any mediations or
arbitrations will be shared equally
by the Partners.
18 NO CONTESTATION
18.1 The Client and its affiliates shall
not, at any time, directly or
indirectly, dispute or contest;
18.1.1 The validity or enforceability of
the Intellectual Property
(including but not limited to the
patents)or the registration
therefore;
18.1.2 The exclusive ownership rights of
the Service Provider in and to
the Intellectual Property.
19 SEVERABILITY
19.1 In the event, any provision of this
Agreement is deemed to be
invalid or unenforceable, in whole
or part, that part shall be severed
from the remainder of this
Agreement, and all other
provisions shall remain in full
force and effect as valid and
enforceable.
20 GOVERNING LAW
20.1 This Agreement will be construed
in accordance with and
exclusively governed by the laws
of The State of Nevada.
20.2 The Partners submit to the
jurisdiction of the courts of The
State of Nevada for the
enforcement of this Agreement or
any arbitration award or decision
arising from this Agreement.
21 NOTICE
21.1 Any notice that is required by this
Agreement shall be in writing and
shall be given to the appropriate
party by personal delivery or
certified mail, postage prepaid, or
any such delivery service
provided.
22 FORCE MAJEURE
22.1 The Client and Service Provider
will be free of liability to the
Partnership where the either
Party is prevented from executing
their obligations under this
Agreement in whole or in part due
to force majeure, such as
earthquake, typhoon, flood, fire,
and war or any other unforeseen
and uncontrollable event where
the Partner has communicated the
circumstance of said event to any
and all other Parties and taken
any and all appropriate action to
mitigate said event.
23 DUTY OF LOYALTY
23.1 No Party will engage in any
business, venture or transaction,
whether directly or indirectly,
that might be competitive with
the business of the Partnership or
that would be in direct conflict of
interest to the Partnership
without the unanimous written
consent of the remaining Parties.
Any and all businesses, ventures
or transactions with any
appearance of conflict of interest
must be fully disclosed to all
Parties.
24 INDEMNIFICATION
24.1 All Partners will be indemnified
and held harmless by the
Partnership from and against any
and all claims of any nature,
whatsoever, arising out of a
Partner’s participation in
Partnership affairs. A Partner will
not be entitled to indemnification
under this section for liability
arising out of gross negligence or
willful misconduct of the Partner
or the breach by the Partner of
any provisions of this Agreement.
24.2 Customer and will indemnify and
hold harmless the Service Provider
and the Client and each and all of
its directors, officers, employees,
agents, Affiliates, successors and
assigns, together with each and
all of their respective directors,
officers, employees, agents,
successors and assigns ( each and
all of the foregoing being referred
to collectively as the “Parties
Indemnitees”) from and against
any and all claims, losses,
liabilities, damages, costs,
obligations, assessments,
penalties and interest, demands,
actions, and expenses (including
actual attorneys’ fees), whether
direct or indirect, known or
unknown, absolute or contingent
(including, without limitation,
settlement costs and any legal,
accounting, and other expenses
for investigation or defending any
actions or threatened actions
which Parties Indemnitees may
suffer or incur by reason of:
24.2.1 any misrepresentation, or non-
fulfilment of any covenant, on
the part of the Customer under
this Agreement, or from any
misrepresentation in, or omission
from, any certificate, or other
instrument, furnished, or to be
furnished, to the Customer in
relation to this Agreement.
25 ENTIRETY
25.1 This Agreement represents the
full understanding of the Parties
and shall supersede all previous
oral or written agreements
regarding the subject matter
herein.
IN WITNESS WHEREOF, the
Parties have signed this
Agreement as of the day and
year first above written.
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