PARTNERSHIP AGREEMENT

This Partnership Agreement (“Agreement”) is made and effective this 7/7/2021, entered into by the First Partner and Second Partner (collectively referred to as the “Partners” or “Parties”) or individually as the “Party”) and includes that party’s successors and assigns.

BETWEEN: Charles Croy (the “First Partner”), an individual existing under the laws of Arizona, located at: 19777 N, 76th St Unit 2245 Scottsdale, Arizona 85255.

AND: Dru Mundorff (the “Second Partner”), an individual existing under the laws of Arizona, Located at: _______________________________________________.

RECITALS

  1. Partners desire to join together for the pursuit of common business goals.
  • Partners have considered various forms of joint business enterprises for their business    activities.
  • Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes.
  • The parties hereto agree to form a limited partnership named Kovaur, LLC under Arizona state Laws and regulations.

In consideration of the mutual promises contained in this agreement, partners agree as follows:

  1. NAME AND DOMICILE
  • The name of the partnership shall be Kovaur, LLC.
  • The principal place of business of the partnership shall be at 2701 W Bell Rd, Phoenix Arizona, 85032 unless relocated by consent of the partners or otherwise listed in Addendum “ A “
  • Purposes

Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of offering Big Data, Marketing, i.e., Social Media, SMS, Email, Blogging, managing projects; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing.

  • DURATION OF AGREEMENT

The term of this agreement shall commence on 7/7/2021, and be perpetual unless sooner terminated.

  • CLASSIFICATION AND PERFORMANCE BY PARTNERS
  1. Partners shall be classified as active partners or estate partners.
  • If an active partner dies, they become an estate partner for ten (10) yrs. and disbursement of holdings / equity or regular draws will be paid out to their surviving family in their will or their spouse on record.
  • Only active partners shall have any vote in any partnership matter.
  • At the time of the taking effect of this partnership agreement, all the partners shall be active partners.
  • Every active partner shall automatically and without further act become an advisory partner at the end

[DESCRIBE]

  • Each active partner shall apply all of the partner’s experience, training, and ability in discharging the partner’s assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership.
  • CONTRIBUTION

Each partner will show equal contribution from July 7, 2021 forward to be used by the partnership to establish their position. Any additional contribution required of partners shall only be determined and established in accordance with Appendix “A”. 

  • MANAGEMENT OF THE PARTNERSHIP

The Partnership shall be managed by the First Partner with equal saw from the second partner to be considered and taken into consideration in all business matters. Subject to the limitations specifically contained in this Agreement, the First Partner shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and its property, assets and business thereof. The first Partner shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in the First Partner’s sole discretion, to:

  1.    Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property;
  •    Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets;
  •    Sue, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration;
  •    File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership’s assets or any part thereof or any other aspect of the Partnership business; and
  •    Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deemed reasonable and proper; and perform any and all other acts deem necessary or appropriate to the Partnership business.
  • DISCLAIMER
  • If the Second Partner breaches the provision of this agreement, the First Partner will issue him with a termination letter and the Second Partner shall lose all benefits that would have accrued to him specifically, he shall lose all rights to the big data and its functionality, current and future clients to the partnership and any partnership property.
  • Within twenty-four (24) hours of signing the agreement, an exact replica copy with functionality and all big data will be copied to a separate hosting server separate from existing database.
  • Explanation of the process of updating data and when to update from will be required to be shared.
  • Once the agreement is signed, the first partner shall receive 65% of the client funds to cater for relevant expenses incurred e.g. cleaning up the software of Novic, Pro. Vision and online saas or bots and RTMP streaming software.  This amount shall not exceed $7,500.00.
  • The software shall not be considered an asset of the partnership.
  • A Party’s failure to fulfill its obligations due to events beyond their control (force majeure) or accidents, shall not be considered as 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.
  • Upon termination of the Partnership, neither Partner shall be allowed to carry out the exact nature of business as the Partnership or with the Partnership name or clients without the express consent and approval of the other Partner.
  • DISSOLUTION AND TERMINATION OF THE PARTNERSHIP

The Partnership shall be dissolved and its affairs shall be wound up upon the happening of either of the following:

  1. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof; Buy out or Liquidation of the Company.
  • If one of the Partners commits an illegal or unapproved action.
  • Either party may terminate this agreement at any time upon breach of the contract by the other party.
  • The First Partner may terminate this agreement in accordance with Article 7.
  • Otherwise than for breach, either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
  • Partners may also terminate this agreement voluntarily.
  • The termination of this agreement shall not discharge the liabilities accumulated by either party.
  • Any Articles intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
  • BUSINESS EXPENSES

The rent of the buildings where the partnership business shall be carried on, and the cost of repairs and alterations, all rates, taxes, payments for insurance, and other expenses in respect to the buildings used by the partnership, and the wages for all persons employed by the partnership are all to become payable on the account of the partnership. All losses incurred shall be paid out of the capital of the partnership or the profits arising from the partnership business, or, if both shall be deficient, by the partners on a pro rata basis, in proportion to their original contributions.

  1. AUTHORITY

No partner shall buy any goods or articles or enter into any contract exceeding the value of $9,990.00 without the prior consent in writing of the other partner. If any partner exceeds this authority, the other partner shall have the option to take the goods or accept the contract on account of the partnership or to let the goods remain the sole property of the partner who shall have obligated himself or herself.

  1. SEPARATE DEBTS

No partner shall enter into any bond, or become surety or cosigner, or provide security for any person, partnership, or corporation, or knowingly condone anything by which the partnership property may be attached or taken in execution, without the prior written consent of the other partner.

Each partner shall punctually pay the partner’s separate debts and indemnify the other partner and the capital and property of the partnership against the partner’s separate debts and all expenses relating to such separate debts.

  1. BOOKS AND RECORDS

Books of account shall be maintained by the partners, and proper entries made in the books of all sales, purchases, receipts, payments, transactions, and property of the partnership. The books of account and all records of the partnership shall be retained at the principal place of business as specified in Article One. Each partner shall have free access at all times to all books and records maintained relative to the partnership business.

  1. ACCOUNTING

The fiscal year of the partnership shall be from July 1St to___________________ [month and day] of each year. On the _____[day] of _____________[month], commencing in _________[year], and on the ________[day] of ______________ [month] in each succeeding year, a general accounting shall be made and taken by the partners of all sales, purchases, receipts, payments, and transactions of the partnership during the preceding fiscal year, and of all the capital property and current liabilities of the partnership. The general accounting shall be written in the partnership account books and signed in each book by each partner immediately after it is completed. After the signature of each partner is entered, each partner shall keep one of the books and shall be bound by every account, except that if any manifest error is found in an account book by any partner and shown to the other partners within one (1) month after the error shall have been noted by all of them, the error shall be rectified.

  1. DIVISION OF PROFITS AND LOSSES

Each partner shall be entitled to 50% of the net profits of the business, and all losses occurring in the course of the business shall be borne in the same proportion, unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of the partners, in which case the loss so incurred shall be made good by the partner through whose neglect or default the losses shall arise. Distribution of profits shall be made within the first week of each quarter or set for a

  1. ADVANCE DRAWS

Each partner shall be at liberty to draw out of the business in anticipation of the expected profits any sums that may be mutually agreed on, and the sums are to be drawn only after there has been entered in the books of the partnership the terms of agreement, giving the date, the amount to be drawn by the respective partner, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on. The signatures of each partner shall be affixed on the books of the partnership. The total sum of the advanced draw for each partner shall be deducted from the sum that partner is entitled to under the distribution of profits as provided for in Article Eleven.

  1. SALARY

No partner shall receive any salary from the partnership, and the only compensation to be paid shall be as provided in Articles Eleven and Twelve.

  1. EMPLOYEE MANAGEMENT

No partner shall hire or dismiss any person in the employment of the partnership without the consent of the other partner, except in cases of gross misconduct by the employee.

  1. RELEASE OF DEBTS

No partner shall compound, release, or discharge any debt that shall be due or owing to the partnership, without receiving the full amount of the debt, unless that partner obtains the prior written consent of the other partners to the discharge of the indebtedness.

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  1. ARBITRATION

If any differences shall arise between or among the partners as to their rights or liabilities under this agreement, or under any instrument made in furtherance of the partnership business, the difference shall be determined and the instrument shall be settled by a qualified Arbitrator agreed by the parties in writing, and the decision shall be final as to the contents and interpretations of the instrument and as to the proper mode of carrying the provision into effect. Nothing in this section shall be construed as limiting the court’s jurisdiction.

  • PROHIBITION ON TRANSFER

A Partner shall not, and shall have no right, to sell, assign, pledge or mortgage his interest in the Partnership, or the Partnership property or assets, except with the written consent of the other Partner, and any such prohibition transfer, if attempted, shall be void and without force or effect.

  • CONFIDENTIALITY

The Partners shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Partnership, whether such information or matter is stated to be confidential or not, without the express written permission of the Partners.

  • ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the partners that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the partners will enter into, execute, and perform all further deeds and instruments as their counsel shall advise. Any addition, alteration, or modification shall be in writing, and no oral agreement shall be effective.

  • Notices

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at addresses already specified in this Agreement.

  • Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona.

  • ENTIRE AGREEMENT

This Agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized.

IN WITNESS WHEREOF, the parties have executed this Partnership Agreement at__________________________________________________ [designate place of execution] at the day and year first above written.

FIRST PARTNER SECOND PARTNER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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