INVESTOR AGREEMENT

INVESTOR AGREEMENT

BETWEEN

___________________________________(“THE COMPANY”)

AND

___________________________________(“THE INVESTOR”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Investor (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Commencement and duration. This agreement shall be valid from ____________until ______________.

The Investment. The Investor hereby agrees to invest $_______________in the Company which will be paid by the Company annually for a ____________% return over __________years  and depending on their investment and agreed ROI.

Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.

Non-assignment. Neither Party shall transfer or assign this agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.

Confidentiality. All non-public, confidential or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties by a party, unless as provided by law, without the written consent of the other party.

Force Majeure. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

Termination:

• Either Party may terminate this agreement upon negotiation between the Parties and service to the other Party of no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
• The contract may be terminated early due to but not limited to: if Investors receive their agreed return on investment before the term expires.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

Dispute resolution. Parties agree to settle disputes under this agreement through Mediation.

Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Further Assurances. Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

Changes to the Agreement. Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the parties shall issue any necessary clarification or instruction.

No Waiver. Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement. No waiver by either party of any breach of, or of compliance with, any condition or provision of this agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

Severability. The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

Entire Agreement. This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

Headings. The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

Notices. Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Company: ___________________________________________________________________________

Investor: ____________________________________________________________________________

Governing Law. This agreement shall be governed in all respects by the Laws of the State of Colorado without regard to its conflict of law provisions.

Parties acknowledgments. The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.