PARTNERSHIP AGREEMENT

PARTNERSHIP AGREEMENT

BETWEEN

JOE ALEXOPOULOS

AND

DOAN M PHAM

__________________________________________________________________________________

THIS AGREEMENT is made on the __________day of _____________20______, by and between;

Address: _________________________________         City, State, Zip: __________________________

Phone: ___________________________________        Email: _________________________________

AND

Address: _________________________________         City, State, Zip: __________________________

Phone: ___________________________________        Email: _________________________________

Joe Alexopoulos and Doan M Pham 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:

Commencement and duration: This agreement shall be valid from _________________for a renewable one year term.

Purpose of the agreement:  The Parties wish to collectively venture into an AIRBNB short-term rental business (hereinafter “partnership”) on Joe Alexopoulos’s property located at _______________________________________

address (hereinafter “property”).

The name of the business: The Parties shall carry on the partnership under the name Recovery On Fact, LLC.

The office: The Parties shall conduct the partnership business in the following address or such other place as is determined by the Parties;

• 2619 Clyde Avenue LA 90016
• 2617 Clyde Avenue LA 90016

Contribution: Each Party will show the following contribution to be used by the partnership to establish their position:

Management of the partnership: Subject to the limitations contained explicitly in this agreement, the Parties shall enjoy the total, exclusive, and absolute right, power, and authority to manage and control the partnership and its property, assets, and business in equal portions.

Business expenses: The partnership expenses are all to become payable on account of the partnership. All losses incurred shall be paid out of the partnership’s capital or the profits arising from the partnership or, if both shall be deficient, by the Parties in equal proportion.

The above provision notwithstanding, Parties agree to the following further distribution of expenses;

• The Landlord shall pay for utilities and gardening of the property;
• Cleaning fees for the property shall be paid by guests; and
• Doan M Pham shall pay for a WIFI subscription on the property which shall be reimbursed by the owner of the property.

Authority: No Party shall buy any goods or articles or enter into any contract on behalf of the partnership without the prior consent in writing of the other Party. If any Party exceeds this authority, the other Party shall have the option to take the goods or accept the Contract on account of the partnership or let the goods remain the sole property of the Party who shall have obligated themself.

Separate debts: No Party shall enter into any bond, become surety or cosigner, 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 Party. Each Party shall punctually pay the Party’s separate debts and indemnify the other Party and the capital and property of the partnership against the Party’s separate debts and all expenses relating to such separate debts.

Books and records: The Parties shall maintain books of account and proper entries made in the books of all sales, purchases, receipts, payments, transactions, and property. Each Party shall have free access to all books and records maintained relative to the partnership.

Accounting: The fiscal year of the partnership shall be from________________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 Parties 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 Party immediately after it is completed. After the signature of each Party is entered, each Party 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 Party and shown to the other Party within one (1) month after the error shall have been noted by all of them, the error shall be rectified.

Division of profits and losses: Each Party shall be entitled to the following net profits of the partnership, and all losses occurring in the course of the partnership 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 Parties, in which case the loss so incurred shall be made good by the Party through whose neglect or default the losses shall arise:

• Joe Alexopoulos- 83% per month
• Doan M Pham- 17% per month

The percentage owing to Doan M Pham shall however increase depending on the profits attained by the partnership viz;

• $10,000 profit- 20%,
• $12,001profit – 22%,
• $15,001 profit – 24%,
• $16,801 profit – 26%,
• $18,601 profit- 28%,
• $20,401 profit – 30%,
• $22,201 profit – 33%,
• $24,001+profit – 33%

Payments shall be made through ACH transfer, direct deposit or through a check from the Parties’ joint bank account quarterly (March 31, June 30, Sept 30, and Dec 31)

Doan M Pham has the authority to pay himself from the Parties’ joint checking account.

Advance draws: Each Party shall be at liberty to draw out of the partnership 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 the agreement, giving the date, the amount to be drawn by the respective Party, the time at which the sums shall be drawn, and any other conditions or matters mutually agreed on. The signatures of each Party shall be affixed on the books of the partnership. The total sum of the advanced draw for each Party shall be deducted from the sum that the Party is entitled to under the agreed distribution of profits.

Release of debts: No Party shall compound, release, or discharge any debt that shall be due or owing to the partnership, without receiving the total amount of the debt, unless that Party obtains the prior written consent of the other Party to the discharge of the indebtedness.

Exclusivity: For the duration of this agreement and any subsequent agreement executed for the same or similar purpose, A Party will not directly or indirectly engage in any competing business or any other business engaged in the same or substantially similar business as the partnership.

Parties may, however, conduct any business not related to the partnership business or any other business as agreed upon by the Parties in writing.

Indemnification: A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.

Non-assignment: Neither Party shall transfer or assign this agreement without the other Party’s consent.

Confidential Information: 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.

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 ________days’ notice in writing. If a Party wishes to terminate the Contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• Either Party may terminate this agreement due to non-performance of duties by the other Party.
• 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: Parties agree to settle disputes under this agreement through Mediation.                               

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.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
• This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together 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 to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.

• The Parties shall be served through the above-named addresses in writing and delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, where applicable, and either Party may change the below addressees by reasonable notice in writing given to the other Party.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.