PARTNERSHIP AGREEMENT
THIS AGREEMENT OF PARTNERSHIP (hereafter this ‘‘Agreement’’) is entered into by and between The Blueprint Co. LLC of address 20934 NW 1st Street Pembroke Pines, FL 33029 (hereafter referred to as ‘‘Company 1’’) and Mic Check Global, LLC – State of Delaware Incorporation of address 6107 St. Claire RD NE Atlanta, GA 30329 (hereafter referred to as ‘‘Company 2’’ ) and shall be effective as of the ______ day of ______________, 20___.
Whereas, The Blueprint Company is a business consultancy firm that deals in the preparation of personal credit profile in order to qualify for funding
Whereas, the Mic Check Global, LLC is a digital marketing company partnering with the Blue Print Company to get their clients (Artists) credits prepared to qualify for personal loans and afford the invoice service they are looking for
NOW, THEREFORE, in consideration of the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:
- THE PARTNERSHIP
Company 1 Prepares personal credit profile to meet qualifications for funding purposes, of which funds are obtained from financial institutions and to be allocated to the invoice for services being provided by company 2 minus bank and company service fees.
The intentions of the funds are to be used as a financing mechanism to cover Company 2 invoice amounts through personal loan products, such as personal term loans, credit cards or private funding.
These are all funding loan products that The Blueprint Co. LLC will be submitting applications to on the client’s behalf with the intention to obtain a minimum of 30k. The first round is estimated to take up to 6 months.
The agreement is a two-round process of funding for the client. Company 1 builds the personal credit to establish business credit, business incorporation, business bank account and a specific financial structure.
The business financial structure will allow the Artist (client) to meet the requirements to qualify for business loan products 6 months thereafter round 1. At company 2’s discretion, the parties can move on to the second round.
- TERM
This Agreement shall be operative from the date of execution of this Agreement and shall run until the completion of the Services or until the Agreement is terminated according to this Agreement.
- RESPONSIBILITIES OF BOTH PARTIES
The Blueprint Company (TBC) is a business consultancy firm that deals in the preparation of personal credit profile in order to qualify for funding.
The Mic Check Global (MCG) is a digital marketing company partnering with the Blue Print Company to get their clients (Artists) credits prepared to qualify for personal loans and afford the invoice service they are looking for.
Both parties shall work together to achieve their respective goals and adhering to this Agreement to the latter.
- FEES
Company 1 – Pricing for the MCG Campaign
Tier 1 – $2,800 (12% on funded amount) – Credit preparation (Removing all negative items reporting 1-6 accounts / no repo, child support, or open accounts – student loans acceptable) Credit build up (Adding positive accounts through primary and AU accounts. 2 primary accounts 2 trade lines) Structuring the personal profile, bank account statements, tax returns, paystubs and personal identification to complete submission (applications) to the targeted financial institutions) the obtainment of funds.
Tier 2- $4,500 (12% on funded amount) Credit preparation (Removing all negative items reporting 6-12 accounts all included accept bankruptcy) Credit build up (Adding positive accounts through primary and AU accounts 3 primary accounts 3 trade lines) Structuring the personal profile, bank account statements, tax returns, paystubs and personal identification to complete submission (applications) to the targeted financial institutions) the obtainment of funds.
Tier 2 – $6,500 (12% on funded amount) Credit preparation (Removing all negative items reporting) Credit build up (Adding positive accounts through primary and AU accounts 3 primary accounts 4 trade lines) Structuring the personal profile, bank account statements, tax returns, paystubs and personal identification to complete submission (applications) to the targeted financial institutions) the obtainment of funds.
Included services –
Gathering all required documents, onboarding, ongoing services
Bank Statements (Personal)
Paystubs (Personal)
Tax Returns (Personal)
Company Fee Schedules
Company 1 (MCG Fee) – $1500 per artist towards full discounted credit invoice and funding prep services. (Tiers listed) To be disclosed by TBC after evaluation is completed.
Company 1 (Client Fee) – 12% onetime fee on total amount funded (Agrees for amount to be ACH by TBC)
Company 2 (Artist) – Agrees to pay MCG service fee provided by MCG / 6 months of payments in escrow for clients moving to business funding (To be ACH by Mic Check Global)
- TERMINATION
Unless otherwise mutually agreed to in writing, either Party to this Agreement may terminate this Agreement upon written notice of termination to the other Party and take responsibility of the costs thereof.
Unless otherwise mutually agreed to in writing, upon the termination of this Agreement, any arrangement for Services then in effect will immediately terminate.
- REPRESENTATIONS AND WARRANTIES
As of the date hereof, each of the statements contained herein shall be a true, accurate and full disclosure of all facts relevant to the matters contained therein, and such warranties and representations shall survive the execution of this Agreement. Each Party hereby represents and warrants that:
(a) Such Party is a duly organized and validly existing corporation under the laws of the State of _________________ and has the requisite power and authority to enter into and carry out the terms of this Agreement.
(b) If such Partner is a corporation (partnership), all corporate (partnership) action required to be taken by such Partner to consummate this Agreement has been taken and no further approval of any board, court or other body is necessary in order to permit such Partner to consummate this Agreement.
(c) To the best of such Partner’s knowledge, neither the execution and delivery of this Agreement, nor the performance of or the compliance with, this Agreement has resulted (or will result) in any violation of, or be in conflict with, or invalidate, cancel or make inoperative, or interfere with, or constitute a default under, or result in the creation of any lien, encumbrance or any other charge upon the Property pursuant to any charter or bylaw provision, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, agreement, permit, judgment, decree or order to which such Partner is a party or by which the Property (or any portion thereof) is bound, and there is no default and no event or omission has occurred which, but for the passing of time or the giving of notice, or both, would constitute a default on the part of such Partner under this Agreement.
(d) To the best of such Partner’s knowledge, there is no action, proceeding or investigation, pending or threatened (nor any basis therefor) which questions, directly or indirectly, the validity or enforceability of this Agreement as to such Partner or which would materially and adversely affect the Property or the Partnership.
- SEVERABILITY
The invalidity or unenforceability, in whole or in part, of any provision in this Agreement, shall not affect in any way the remainder of the provisions herein.
- INDEMNIFICATION
Each party will “indemnify”, defend, and hold harmless the other party and its officers, directors, employees and agents from and against all third-party claims, causes of actions, damages, liabilities, judgments, losses, costs or expenses based on or arising out of or in connections with: (i) the Indemnifying Party’s breach or default of any provision of this Agreement, and/or (ii) the acts, errors, representations, misrepresentations, or negligence of the Indemnifying Party, it’s employees, contractors, or agents, or willful acts of misconduct of such Indemnifying Party.
In addition, each party shall indemnify and hold harmless the other party and its legal business partners and law firm, (i) against and from any and all damages, liabilities, costs and expenses (including reasonable attorney fees) incurred by the indemnified party, by reason of a third party claim, demand, action, suit or charge based on action or inaction of the indemnifying party; (ii) the indemnifying party’s violation of any law, rule or regulation in connection with its duties under this Agreement, including a violation for which it has made a warranty or representation hereunder; or (iii) the inaccuracy of any warranty or representation made by the indemnifying party in this Agreement. Each party agrees to immediately notify the other of any suit or threat of suit for which indemnification may be sought under this section. Neither party shall settle any claim involving the other, or on behalf of the other, without the written consent of the other.
- LIABILITIES
MCG
In the event that an artist walks away and is no longer compliant both entities will consider the client and invoice at a loss, TBC allows MCG to replace 1 time with a client file of equal value or acknowledges the balance difference.
TBC
Credit and funding prep invoices are at a discounted price in respect to contractual business but is still owed in its entirety no later than at the completion if the first round on the back end regardless of loan obtainment
- CLIENT TERMINATION CLAUSE
MCG
MCG holds the right to terminate the artist at their own discretion for any reason within a 90-day period from the onboarding date.
A one-time replacement will be accepted of an equal value credit file or acknowledgement of the difference.
TBC
Can terminate due to non-compliance upon a mutual agreement with MCG
- COLLECTIVE TERMINATION CLAUSE
No cancellation upon signature for one year by either party. After the year a 30-day notice would be required
MCG Cancels – TBC completes file independently with artist
- LIMITATIONS ON LIABILITY
IN NO EVENT WILL EITHER PARTY OR ANY OF ITS LEGAL AND BUSINESS PARTNERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN OR WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF EITHER PARTY SHALL BE FOUND LIABLE, IN A COURT OF COMPETENT JURISDICTION, FOR ANY MATTER RELATING TO OR ARISING FROM THIS AGREEMENT, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, EQUITY, FRAUD, MISREPRESENTATION, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING ANY ACTION OR CLAIM ARISING FROM THE ACTS OR OMISSIONS, NEGLIGENT OR OTHERWISE, OF EITHER PARTY), THE AGGREGATE AMOUNT OF DAMAGES RECOVERABLE BY EITHER PARTY WITH RESPECT TO ANY AND ALL BREACHES, PERFORMANCE, NON PERFORMANCE, ACTS, OR OMISSIONS HEREUNDER WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO SUCH PARTY, BY THE OTHER PARTY, UNDER THIS AGREEMENT.
THE FOREGOING WARRANTIES, TERMS OR CONDITIONS ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
REGARDLESS OF THE ABOVE, COMPANY’S OR ITS LEGAL AND BUSINESS PARTNERS’ AGGREGATE LIABILITY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY) SHALL NOT EXCEED THE AMOUNT OF FEES BILLED BY PARTNER-COMPANY TO COMPANY PURSUANT TO THIS AGREEMENT. IN ADDITION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS), WHETHER OR NOT NOTIFIED OF SUCH DAMAGES.
- DISPUTES
Except as otherwise specifically agreed in writing by the parties, any dispute relating to any rights and/ or obligations arising from this Agreement which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction.
- MODIFICATION
This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.
- NOTICE
All notices, requests, demands, consents, approvals or other communications given hereunder or in connection herewith shall be in writing, shall be sent by registered or certified mail, return receipt requested, postage prepaid, or by hand delivery with acknowledged receipt of delivery, shall be deemed given on the date of acceptance or refusal of acceptance shown on such receipt, and shall be addressed to the party to receive such notice at the following applicable address:
[In this section as per the partners agreement and approval, state all your addresses and how such information might reach all of you.]
Any party may, by notice given as aforesaid, change its or his address for all subsequent notices.
- GOVERNING LAWS
This Agreement shall be deemed to have been made, executed, and delivered in the State of [NAME OF STATE] and shall be construed per the laws of the State of [STATE].
In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:
Name of Company 1:______________________ Name of Company 2:_________________
Signature: _______________________________ Signature: _______________________
Date_________________________: Date: _____________________
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