INVESTOR AGREEMENT
BETWEEN
_______________________________________ (“COMPANY”)
AND
DR. AHMAD GLOVER (“INVESTOR”)
_____________________________________________________________________________________
THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”)
by the Investor and the Company (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:
Term: This agreement shall be valid from the Effective date until termination.
The Investment: The Investor agrees to invest in the Company’s sports social media application (G360).
The application will herein be referred to as “App”.
The Investor will make the following investment:
Paying expenses to develop the generation 1 App.;
Paying capital raise fees for $1.07M; this could be up to $50K;
Paying for legal and valuation fees; this will include fees for trademarks, patents, etc; and
Paying to convert G360 to issue 100M shares which is required to raise capital.
The Investor will additionally cover the developer fees. This will include fees for the developer for the
App, backend, dashboard, and storage, etc. Phil shall provide timely build plan and agree not to grow
score beyond Generation 1 for the MVP (manual sign in, manual entry or data, basic API connections,
bare bones App needed to get valuation).
As consideration for the investment above, the Investor shall receive equity as follows:
5% on the Effective Date;
5% when the App is complete; this will be within 15-days;
5% prior to capital raise; this will position G360 to raise $1.07M; and
5% at exit; this includes sale, acquisition, merger or the Company going public.
Non-assignment: The Investor shall not transfer or assign this agreement without the Company’s consent.
However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at
any time without the Investor’s consent. If the Company does so, anyone to whom the Company transfers,
assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to
such obligations.
Return of the Property: Upon the expiration or termination of this Agreement or demand by the
Company, the Investor shall return any of the Company’s property to the Company, including but not
limited to; documentation, records, or confidential information. Where applicable, all property should be
returned in the same condition at issuance failure to which damages shall become payable. Reasonable
wear and tear will be allowed. The Investor shall reimburse Company for any Company property lost or
damaged in an amount equal to the market price of such property.
Indemnification. The Investor agrees to indemnify, hold harmless and defend the Company and its
directors, officers, employees, and agents from and against any incidental, consequential, indirect, or
special damages. In the event the Company is held liable for any such loss, such liability shall be limited
to a refund of payments made by the Investor herein, minus expenses paid to subcontractors or to third
parties.
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.
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.
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 giving the other Party no less than 30 days’
notice in writing. If a Party wishes to terminate the contract with less than this stated period, the
other Party reserves the right to charge costs that they have already paid in advance or incurred.
● The above provision notwithstanding, the Company may terminate this Agreement at any time
and without notice due to failure by the Investor to pay for expenses and development to get the
app phase 1 launch.
● 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: Any dispute under this agreement shall be resolved through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
Drafting Responsibility: Neither party shall be held to a higher standard than the other party in the
interpretation or enforcement of this Contract as a whole or any portion hereof based on drafting
responsibility.
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.
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.
General provisions
● This Agreement may be amended only by the written consent of the Parties hereto.
● If any provision is held to be invalid or unenforceable, it shall not affect the validity or
enforceability of any other provision.
● 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. The parties will exercise utmost good faith in this Agreement.
● Except where otherwise provided, failure by either Party to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. 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.
● This Agreement may be executed in any number of counterparts, each of which shall be an
original and all of which constitute the same instrument.
● The Article and Section headings in this Agreement are for convenience, and they form in no part
of this Agreement and shall not affect its interpretation.
● Whenever used herein, the singular number shall include the plural, and the plural number shall
include the singular.
● Any references herein to the masculine gender or the masculine form of any noun, adjective, or
possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
● This Agreement shall be governed in all respects by the laws of Delaware, and its Courts without
regard to its conflict of law provisions.
● Any notice required herein shall be in writing and shall be deemed duly given: if delivered by
hand and receipted for by the party addressee, on the date of such receipt, if mailed by domestic
certified or registered mail with postage prepaid, on the third business day after the date
postmarked, or sent by email at the following addresses 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. Any notice delivered by email shall request a receipt thereof
confirmed by email or in writing by the recipient, and the effective date of such notice shall be
the date of receipt, provided such receipt has been confirmed by the recipient.
Investor: _____________________________________________________________________________
Company: ____________________________________________________________________________
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the INVESTOR
Signature:
Name:
Date:
Signed by the duly authorized representative of the
COMPANY
Signature:
Name:
Designation:
Date:
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