PARTNERS AGREEMENT.

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March 19, 2023

PARTNERS AGREEMENT.

AMONG THE UNDERSIGNED PARTIES, EFFECTIVE FROM _____ day of ________ 2021 (the “Effective Date”) and shall be effective for a period of Five Years of until such a time as property is owned.

WHEREAS the undersigned individuals (each as “Partner”, and collectively, as the “Partners”) are collaborating as partners with a view to start and operate the LLC; Brothers in Arm Property Rentals LLC.

NOW THEREFORE in consideration of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Partners hereby agree as follows:

  1. TERM.
  2. The initial term of this Agreement shall be for a period of Five (5) Years commencing on the Effective Date herein, or until the Partners sell all the four initial properties or any partner opts out of the partnership.
  3. There shall be an annual contract review to be conduct each _______ week of ______ (Month).
  4. CAPITAL CONTRIBUTION AND EXPENSES.
    1. Partners have contributed investment amounts towards the expenses of the startup Brothers in Arm Property Rental LLC, as non-refundable and non-repayable capital contributions. Partners have thus contributed the following amounts as of _____ day of _______ 2021;
NAME OF THE PARTNER AMOUNT
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  • Profit sharing shall be distributed in consideration with each partner’s Capital Contribution as follows;
NAME OF THE PARTNER PROFIT %
   
   
   
   
   
  • Partners shall be reimbursed fully for any out of pocket expenses incurred during the setting up of the LLC and/or for the general operation and management of the LLC. For this purpose, each Partner shall prepare and issue receipts before profits are shared in order to be paid before the profits are shared.
  • CASH OUT.

Partners shall exercise the right to cash out on this Agreement, before the expiry of the Term of this Agreement and before the termination or cancellation thereof, to include receiving 5% less than their percentage of ownership that shall be paid in monthly installments made 30 days after the termination of the Agreement, then monthly until it is all paid off.

  • ROLES AND RESPONSIBILITIES.
    • The Partners shall have the majority rule in the business decisions and a maximum time limit of Thirty (30) days for decisions.
    • In the event of a tie, the Partner with the highest Capital contribution shall make the final decision.
  • NEXT OF KIN.

In the unfortunate event of the death of a Partner or in the event of Permanent Disability, the date of the death or in the event of disability that the determination of Permanent Disability is made by a Court of competent jurisdiction, the date shall be considered as the Effective Date for when their next of kin takes over. For purpose of this Agreement, each partner’s next of kin shall be as follows;

NAME OF PARTNER NEXT OF KIN
   
   
   
   
   
  • CONFIDENTIALITY AND NON-COMPETE
    • Confidentiality – The Partners agree to keep the business concept and the management details of the LLC covered herein confidential. The disclosure of such confidential information will occur only on an as-needed basis and only upon consent of all Partners. Notwithstanding such unanimous consensual disclosures, the Partners shall take all necessary steps to keep the business concept and the management details of the LLC confidential until the termination of this Agreement after which time the Partners shall further detail and define any confidentiality obligations.
    • Non-Competition – The Partners shall not at any time while being a Partner and for a period of Five Years after they cease to be a Partner, or to provide any services to the LLC;
  • Carry on, participate, assist, be engaged, concerned or interested in any business which competes with the LLC;
  • Interfere or seek to interfere or take such steps as may interfere with the continuance of supplies to the LLC (or the terms relating to such supplies) from any 3rd parties working with the LLC.
  • Solicit or entice away or offer employment to or endeavor to solicit or entice away or offer employment to any person who has at any time been a Partner, employee, officer or manager of the Corporation without the express prior written consent of the LLC or the Partners.
  • Use or adopt or purport to use or adopt the name or any trade or business name of the LLC for any purpose.
  • Start a similar company, offer similar services or any other services such as the ones offered by the company under this Agreement.
  • DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Partners shall solve such issues through a mediation process before resorting to litigation. The Partners agree that in such an event, the details of the dispute, the confidentiality Clause herein as well as all the details of the LLC shall remain confidential throughout the mediation and/or the litigation process. The costs of the mediation process shall be borne equally by the Partners.

  • WAIVER AND ASSIGNMENT.
    • The waiver by either Partner of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall NOT in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.  
    • No Partner shall assign its rights or obligations under this Agreement without prior Notice or consent by the other Partners.
  • TERMINATION/CANCELLATION.
    • Partners agree that the Agreement shall be effectively terminated/cancelled by discharge when there is ownership of the four properties. 
    • Upon the termination/cancellation of this Agreement, each Partner shall be allocated one of the initial four properties to leverage for next contract or keep for personal use.
  • GENERAL PROVISIONS
    • Representations and Warranties – Each Partner represents and warrants that he or she is not a party to any other agreement that would restrict such Partner’s ability to perform its obligations as set forth in this Agreement.
    • Unjust Enrichment – Nothing in this Agreement, precludes, blocks or otherwise eliminates a Partner’s standing to bring a claim against the other Partners or the LLC for unjust enrichment or other similar cause of action.
    • Assignment – This Agreement shall not be assigned by any Partner without the written consent of all other Partners.
    • Notices – Any notice, consent or approval required or permitted to be given in connection with this Agreement must be in writing and is sufficiently given if delivered (whether in person, by courier service, by online mode or other personal method of delivery).
    • Severability – In the event any provision or part of this agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire agreement, will be inoperative.
  • GOVERNING LAW AND JURISDICTION.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, USA applicable therein.

  1. AMENDMENT/ENTIRE AGREEMENT.
    1. No amendment, supplement or modification of this Agreement is binding unless approved by all Partners hereto in writing, and any amendment, supplement, modification, or approval so approved in accordance with this agreement shall be binding upon each of the Partners, provided that, the Partners agree to such amendments to the Clauses attached hereto from time to time as may be necessary to reflect permitted changes in the Partners.
    1. The Partners agree and acknowledge that this Agreement constitutes the entire agreement between the Partners with respect to the subject matter hereof, and may only be varied by further written agreement signed by all the Partners. It is acknowledged and agreed that there are no oral representations or warranties of any kind between the Partners.
    1. This Agreement may be executed by the Partners in counterparts and may be executed and delivered by any electronic modes, and all such counterparts and facsimiles together constitute one agreement.
  2. GOOD FAITH.

All actions taken pursuant to this Agreement shall be made in good faith without intention to unduly deprive a Partner of any interests, rights or benefits.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date:

______________________________                                   ___________________________

Darrin P. Graham II                                                                       Niterson Laplante

______________________________                                  ____________________________

James T. Campbell III                                                                     Dylan X. Nichols

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