INVESTMENT AND PARTNERSHIP AGREEMENT

INVESTMENT AND PARTNERSHIP AGREEMENT

This INVESTMENT AND PARTNERSHIP AGREEMENT (hereinafter “this Agreement”) is made and entered on [DATE], by and between [MICHAEL] of address [ADDRESS] and [RENE] of [ADDRESS] (hereinafter, “the Parties”). 

WHEREAS Rene has created two (2) Limited Liability Companies (“LLC’s”) in XXX,

WHEREAS Michael desires to invest and be a partner with Rene in the LLCs, and Rene accepts such intention under the terms of this Agreement.     

Now, Therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

  • THE LIMITED LIABILITY COMPANIES (LLCs)
  •  The first LLC is [ENTER NAME] of address [ENTER ADDRESS]. It exclusively deals with Amazon selling (“LLC 1”).


  •  The second LLC is [ENTER NAME] of address [ENTER ADDRESS]. It exclusively for holding share certificates issued (“LLC 2”). 
  • DURATION/ TERM.


The Partnership shall become enforceable on [DATE] and shall continue for the joint lives of the Partners or until its earlier termination under this Agreement.

  • OWNERSHIP
  •  LLC 1

LLC 1 shall be a women majority owned company. Michael will have 49% ownership and Rene 51%. 

  •  LLC 2

There shall be a 50% / 50% ownership of the shares in LLC 2.

  • PROFIT, LOSS, AND EXPENSES

For both LLC 1 and LLC 2, there shall be a 50% / 50% split for expenses, profits and losses between both Parties.

  • VOTING RIGHTS AND MANAGEMENT DUTIES


  •  For both LLC 1 and LLC 2, both Parties shall have equal voting rights.
  •  The Parties shall have equal rights in the management of the partnership business. Without the consent of the other Party, neither Party shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business. Planned marketing, sales or operational variable or fixed expense can be initiated if the plan and budget range was approved by the Partners.
  • RECORDS AND ACCOUNT


  • Proper books of account and entry shall be kept and made by the Partners. 


  • Each Partner shall duly and punctually make full and proper entries of all business transacted by him / her on account of the Partnership. All records will be always available to either party via electronic access.
  • DISPUTE RESOLUTION
  • Any dispute, difference, or question which during the Partnership arises between the Partners in relation to this agreement or the Partnership, the matter shall be referred to a mediator agreed upon by the parties. The cost of the mediator is split evenly between the two parties. If the mediator is not agreed upon be the parties than the mediator will be selected by the winner of a coin toss.


  • If arbitration is required, the cost of the arbitration is split evenly between the two parties. Claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of [INSERT STATE IN WHICH PARTIES AGREE TO ARBITRATE]
  • TERMINATION


  •  This Agreement may be terminated by the mutual agreement of the Parties. 


  •  Following termination of this Agreement, both Parties shall transfer to themselves, relative, friend, another LLC in USA or PTY LTD in Australia all assets and liabilities equally. The Parties shall decide by mediation or arbitration on the procedure for the conduct of the assets and or profits or losses following such termination


  •  The Parties shall decide, under a written agreement, on the procedure for the conduct of the assets and or profits or losses following such termination.  
  • BUYOUT CLAUSE

This Agreement provides for the sale by a partner during their lifetime, or by the estate of a deceased partner, of their participation in the partnership, and the purchase of that participation at an equitably established price determined by partners, mediation or arbitration.

  • DEATH OF A PARTNER

Upon notification of the death of any Partner, the notice shall be treated as full withdrawal from the Agreement. At such a time, all contributions and all other funds owed to the Partner shall be transferred to the designee, agent, or trust of the deceased Partner’s choosing.

  • FORCE MAJEURE

If either party to this Agreement is rendered unable, wholly or in part, by reason of a Force Majeure Event to perform obligations under this Agreement, then such obligations SHALL be suspended to the extent affected by the Force Majeure Event.

  • ENTIRETY
  •  This Agreement represents the entire Agreement between the Parties and supersedes any previous written or oral agreement. 


  •  This Agreement may be modified at any time, provided the written consent of both Parties.


  •  The Parties enter this Agreement based on the terms and conditions herein, and not based on any representation made by any person other than as set out in this Agreement.


  • SEVERABILITY

    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.
  • APPLICABLE LAW


  •  This Agreement shall be construed and enforced under the laws of [ENTER STATE/TERRITORY/COUNTRY]. 


  • Venue for any action under this Agreement shall lie in any Court of competent jurisdiction in [ENTER STATE/TERRITORY/COUNTRY].

This Agreement shall be binding upon the signatures of the Partners.

In Witness Whereof, this Agreement is duly executed by the parties or their duly authorized representatives as set forth below:

Executed on this day [DATE] in [STATE/CITY].

___________________________________ ___________________________

              XXX Signature Date

___________________________________ ___________________________

                 XXX Signature                         Date

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