JOINT VENTURE AGREEMENT

November 22, 2023

JOINT VENTURE AGREEMENT

This Joint Venture Agreement is entered into on _______________ by and between
Kurt Bartch (hereinafter referred to as the “Mr. Sleep”) and Stan Esecson (hereinafter
referred to as the” Facilitator”). Together referred to as “Parties”.
WHEREAS Mr. Sleep is desirous of obtaining assistance from the Facilitator in
negotiating, opening, and marketing a physical location in central Florida to use an initial
base location to help grow his SleepM distributorship #100023639.
THEREFORE, the parties herein agree to be legally bound by the following terms and
conditions; –
1. Location.
Parties agree that the initial location will be used as a retail showroom and a physical
office to help expand Mr. Sleep’s team of SleepM distributors.
2. Purpose.
The Facilitator has a background in marketing, negotiation, and business development
and shall use that to negotiate a lease on the subject property located at 208 US
Highway 27, Lady Lake Florida, 32159, (hereinafter referred to as “Sleep Store”). The
said lease will be in the name of Mr. Sleep and or a new business entity set up to
execute and hold the said lease.
3. Deposit.
Parties agree that the Facilitator will provide the funds to secure the said lease by
providing the first month, the last month, and the security deposit and will assist in
developing the interior look and feel of the Sleep Store.
4. Size.
It is anticipated that the initial design of Sleep Store will be 4-5 mini bedroom pods, a
conference table area for meetings, and a small retail section for masks, pads, and
other items that may be marketed. 2 of said pods will be outfitted with Sleep M
mattresses, the other 2-3 pods will be commercial mattresses with a Sleep M toppers.
The Facilitator will provide ½ of the funds needed to provide Sleep Store with said
mattresses.
The Facilitator will assist in designing signage and marketing materials.
5. Expenses.

Parties agree that Mr. Sleep will be responsible for all expenses in providing the
ongoing day-to-day operations of the Sleep store, insurance, utilities, and staffing.
6. Services.
As a consideration to Facilitator, Mr. Sleep herein agrees to provide the following: –
i. All sales that occur in, or as a result of Sleep Store will be placed in new
distributorships which will provide sales volume to Mr. Sleep and Facilitator ID
100027897 or other IDs as may be supplied by Facilitator.
ii. If the existing distributors of Mr. Sleep utilize the Sleep store as a showroom,
sales that they make shall be considered their sales and are not commissionable
to Facilitator.
iii. Mr. Sleep agrees to place 25 of the next 50 new “Whale” distributors he signs up
directly under the Facilitator by using the Facilitator ID # to sign them up so that
the Facilitator is considered the personal sponsor of said 25 new distributors.
iv. Should the Facilitator desire to have some of the 25 placed under a different
Distributor ID, Mr. Sleep will place them as requested.
v. A Whale will be defined as a new distributor who intends to grow the business
and place initial orders of at least $4,000. If the new distributors’ initial order is
less than $4,000, they will be counted as ½ of a whale for purposes of computing
the 25 Whale initial placements. The goal of said placements is to assist in
propelling Facilitator to the rank of 8 Star. Due to the compensation plan of
SleepM, each of these 25 new distributors will financially benefit the Facilitator
and Mr. Sleep.
vi. After the initial 25 distributors have been signed up, Mr. Sleep will continue to
sponsor a minimum of 25% of his non-Sleep Store new distributors under the
facilitator until the Facilitator has reached the rank of 8 Star.
7. Repayment.
Within 90 days of opening the Sleep Store, Mr. Sleep herein agrees to repay to
Facilitator an amount equal to 1.5 times the amount of funds the Facilitator provided for
the initial setup.
8. Governing Law.
This agreement shall be construed and interpreted in accordance with the laws of
_______________.

9. Dispute Resolution Mechanism.
Any dispute, controversy, or claim arising out of or relating to this Agreement or the
interpretation, breach, or validity shall primarily be resolved through mediation; if it fails,
the same shall be referred to litigation.
10. Access.
Mr. Sleep herein agrees to be fully transparent on all sales by granting continuous
access to his back office at SleepM.
In the event of any changes in passwords, Mr. Sleep agrees to immediately notify the
Facilitator of the said changes and herein grants limited power of attorney to the
Facilitator to direct and compel Sleep M to provide full access to the Facilitator of any
accounts Mr. Sleep or his designees.
11. Non-disclosure.
Mr. Sleep agrees to keep this agreement including all terms and conditions, confidential
and will not disclose them to any 3 rd parties unless compelled to do so by court order.
12. Breach remedies.
In the event, Mr. Sleep breaches any of the terms of this agreement, it is herein agreed
that 50% of any future earnings paid to Mr. Sleep from Sleep M will be payable to the
Facilitator.
13. Exclusion.
Any commissions earned from distributors signed up by Mr. Sleep before the execution
hereunder. shall remain the exclusive property of Mr. Sleep and are beyond the scope
of this agreement.
14. Venue.
The venue for this agreement shall be The State of California.
15. Severability.
If any of the provisions hereunder are deemed invalid, the remainder of the agreement
shall remain intact and enforceable.
16. Entire Agreement.
This agreement represents the entire agreement between the parties and supersedes
any prior written or oral agreements, negotiations, and promises.
17. Waiver.

Suppose either party fails to enforce any provision contained within this Agreement. In
that case, it shall not be construed as a waiver or limitation of that party’s right to
subsequently enforce and compel strict compliance with every provision of this
Agreement.
18. Assignment.
The services to be provided and the payments herein shall not be assigned to any third
parties without the other party’s written consent.
19. Modification.
The provisions and terms may be modified only in writing signed by both parties.
IN WITNESS thereof, the parties have signed the agreement herein below; –
Signed by Mr. Sleep; –
Name: Kirk Barch
Signature:
___________________________
Date:
_______________________________
Address:
_____________________________

Signed by the Facilitator; –
Name: Stan Esecson
Signature:
___________________________
Date:
_______________________________
Address:
_____________________________

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