This BUSINESS CONTRACT (Agreement) is made on [DATE] (“Effective date”) by and between LENDRIGHT, LLC, with a business address at 330 Spear St. Unit 4F, San Francisco, CA 94105 (“Lender”), and COMMERCE EXPRESS LLC, with a business address at 1810 E. Sahara Avenue, Suite 212-687, Las Vegas NV 89104 (“Company”).
The Lender and Company shall be jointly referred to as “Parties” and individually as a “Party”.
Whereas, this agreement is contingent upon the lender lending the agreed amount to the Company.
IN CONSIDERATION OF the premises, covenants and mutual understanding herein, the parties to this contract do agree as follows:
This agreement shall be operational upon the lender lending the Company a sum of $500,000 (Loan) as a non-interest bearing profit-sharing loan.
Repayment of the loan will be in form of profit sharing between the Company and the lender.
The lender shall receive 20% of the Company’s pre-tax profit quarterly. The lender shall receive the profits every 1st day of January, April, July and October for the lifetime of this agreement.
The lender shall not have any equity interest or ownership of the Company and its management. The Lender is only entitled to the 20% profit which shall be dispensed quarterly in accordance to clause 1.3 herein.
The Company agrees not to sell the Company or liquidate the Company within 5 years from the effective date herein (“Effective Date”) without prior written notice to the Lender.
This agreement accords the lender the right to request for quarterly audit and financial reports (profit and loss) every quarter to coincide with the quarterly payments of profit sharing.
The Lender shall not rescind or request repayment of funds during the first 12 months after disbursement of funds transferred to the Company’s bank account.
The Company shall make a Loan Processing Fee payment of $7,000 to the Lender. The payment shall be refundable, without expiration, if the $485,000 transferred to the Company is not completed within 14 days after the $7,000 payment has been transferred to the Lender.
Both parties agree that a sum of $15,000 will be paid to Candace Lauer (Herein “Broker/Agent”). The payment shall be made by the Lender. This payment shall be deducted from the Loan ($500,000) transferred to the Company Resulting to a revised effective transfer of $485,000.
Company is obligated to repay the loan in full, at which time, the profit-sharing requirement will only last 6 months after the loan balance has been paid in full.
Company will retain ownership of any data, information or intellectual property furnished to Lender in connection with this Agreement.
For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by the contractor hereunder). Confidential Information does not include:
a) Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
b) Generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
c) Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
(e) Information the Receiving Party develops independent of any information originating from the Disclosing Party.
Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
Any notices permitted or required pursuant to this Agreement shall be deemed effective if made in writing and sent, postage prepaid, return receipt requested, or by overnight delivery, as follows:
If to Company:
Commerce Express LLC
Robert Ranier – CEO
1810 E. Sahara Avenue, Suite 212-687, Las Vegas NV 89104
If to Lender:
Alexander Cordeiro- CEO
330 Spear St. Unit 4F, San Francisco, CA 94105.
This Agreement sets forth the entire agreement between Company and Lender as to its subject matter. None of the terms of this Business Contract shall be amended except in writing signed by both parties.
Except as otherwise specifically agreed in writing by the Parties, any dispute relating to any rights and/ or obligations arising from this Agreement which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction.
TERMINATION FOR CONVENIENCE
Neither the Company nor the Lender shall terminate this Agreement without cause in any situation.
TERMINATION FOR BREACH
If either party breaches this Agreement, the other may terminate this Agreement if the breaching party does not cure the breach within thirty (30) days of written notice of same. Termination shall be without prejudice to any rights which may have been accrued to either party before termination.
Neither Company nor Lender shall be liable for failure of, or delay in performing obligations set forth in this Agreement, and neither shall be deemed in breach of its obligations, if such failure or delay is due to natural disasters or any causes reasonably beyond the control of Company or Lender.
The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record and the remaining provisions will retain their full force and effect.
AUTHORITY AND COMPLIANCE
Lender and Company have the right and authority to enter into and perform their obligations under this Agreement. Lender and Company will perform all of its obligations under this Agreement in accordance with all applicable governmental laws, rules, and regulations.
CHOICE OF LAW
This Agreement shall be construed in accordance with the laws of the State of NEVADA.
IN WITNESS WHEREOF the parties have caused this Business Contract to be executed and delivered by their duly authorized representatives
Name: Commerce Express LLC
Representative: Robert Ranier – CEO
Name: Lendright LLC
Representative: Alexander Cordeiro
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