DATED THE DAY OF XXX
_____________________________________
PARTNERSHIP AND BUSINESS CONTRACT
_____________________________________
BETWEEN
XXX T/A INVISION GLOBAL
– AND –
NO LIMIT GLOBAL MARKETING LLC
Partnership and Business Contract
This Partnership and Business Contract (“Contract”) made and entered into as of
_____________ (“Effective Date”). The provisions of this contract will be
incorporated into the Company’s Bylaws and/or Shareholders’ Agreement (if exists)
to the extent applicable between the following parties:
1. DAVID JOHNSON of Identification Card Number _______________ t/a
INVISION GLOBAL a company/corporation registered in the State of
______________ (hereafter referred to as “Partner #1”)
Email address: david.august.johnson@gmail.com
Phone number: (310) 266-1080
Physical Address: 260 N Palm, Brea CA 92821
2. NO LIMIT GLOBAL MARKETING LLC a limited liability company
incorporated in the State of ______________ (hereafter referred to as
“Partner #2”) and whose representative for purpose of this Contract shall be
HEATHER HOWARD of Identification Card Number :___________
Email address: XXXX
Phone number: XXX
Physical address: XXX
(Hereinafter collectively as the “PARTIES” or “PARTNERS”)
WHEREAS, XXX has established a Network Marketing Company
under the name "INVISION GLOBAL” (“Company”, “Business” or “Partnership”)
and is desirous of partnering and retaining HEATHER HEARD as a Consultant
before the launch of the Company and as Chief Executive Officer (CEO) after the
launch .
WHEREAS, both parties, with their full mental capacity, hereby agree to accept each
other as partner. The Parties agree to collaborate, partner and share work in the
Company as pursuant to the terms and conditions of this Contract.
1. SCOPE
1.1. The Parties hereby agree to conduct and operate a Partnership under the
name and style of “INVISION GLOBAL” (referred to as the “Company”,
“Business” or “Partnership”) with its principle place of business located at
________________________________________________ in the State of
California.
1.2. The Partners hereby agree to form themselves into a partnership relation
under set forth terms and conditions which shall be followed during the
course of business. The Parties shall include legal business under this
Partnership and, if applicable, the Parties will obtain any necessary licenses
and permits to do legal business.
2. BUSINESS OF THE COMPANY
The key business of the Company is ________________________
3. TERM OF THE AGREEMENT
This Agreement shall be in force Company for a period of
__________________years starting from the Effective Date (“the Term”). Upon
expiry of the Term the Contract maybe renewed for a further term as maybe
mutually agreed by the Partners.
4. INITIAL CONTRIBUTION OF THE PARTNERS
4.1 It is hereby acknowledged by the Partners that David Johnson as an investor
has contributed the infrastructure and manpower to be utilized by the
Company which includes but not limited to the Back Office, Merchant
Account, Warehouse in US, Fulfillment, stock in two health supplements
(Replenish & Rest) formula’s, Customer Service Department, CFO & COO &
Corporate Staffing.
4.2 On the other hand, Heather Howard has contributed an MLM Company where
she is currently acting as the CEO (Healthy Habits Global) with 3 fully
registered products (Black Coffee/Blend & Chai Tea) in 5 Countries, An
Affiliate & MLM Compensation Plan, PR Team, Formulators, Products,
Doctors readily available for teachings/videos, marketing team & a Worldwide
distribution of Associates who will join the Company.
4.3 Heather Howard shall offset any financial contributions with labor to build out
the Associate base for the Company.
5. PAYMENT
5.1 As a Consultant, Heather Howard shall be entitled to a monthly payment of
$15,000 effective November 1 st 2022 until official launch month. The monthly
payment shall be increased to a total $150,000 after the launch of the
Company.
5.2 In addition to the foregoing, Heather Howard shall be entitled to a $5,000 one-
time bonus when 100 affiliates sign up at $99 pre-enrollment pack, $15,000
one-time bonus when 500 affiliates sign up at $99 pre-enrollment pack ,
$100,000 one-time bonus when 1,000 affiliates sign up at a $999 Enrollment
Pack with an Autoship (Must be completed by 6 months of Full Launch date)
5.3 Upon launching of the Company , as the CEO of the Company Heather
Howards shall be entitled to a total monthly payment of ______________as
set out below :
a) $120,000 base salary
b) $1,000/Month Car allowance
c) ________________________
5.4 Heather Howard‘s Base Salary shall be increased $200,000 once the
Company’s achieves a monthly revenue of $1M+/month for 3 consecutive
months.
6. FORMATION & PARTNERS’ ROLES
6.1 The Partners may make, enter into, deliver and perform on all contracts,
agreements or undertakings of the Partnership, and pay all costs and
expenses and perform any and all acts which may be deemed appropriate in
an effort to carry out the Partnership purpose, subject to the limitations
contained in this Agreement and current applicable law. In addition, the
Partners shall be assigned specific roles within the Partnership as follows:
a) David Johnson: Founder and Investor
b) Heather Howard: Chief Executive Officer (CEO)
6.2 When acting in the pursuit of the roles assigned to each Partner as specified
herein, each Partners shall act in good faith with regards to the performance
of his/her obligations, and shall have no liability or obligation to any other
Partner or the Partnership for any decision made or any action taken in
connection with the execution of their fiduciary duties hereunder if such
decision or action is made or taken in good faith and inn the exercise of due
care in connection with the Partnership business.
7. SHARES DISTRIBUTION AND FINANCIAL EQUIVALENTS
7.1 Heather Howard shall be entitled to 5% ownership of the Company when 100
affiliates sign up (prelaunch), 10% when company officially launches. Post
Launch Recruiting (new affiliates with autoship) ; 20% when company reaches
500 sign-ups at * $499 starter pack 30% when company reaches 1,500 sign-
ups at * $499 starter pack, 40% when company reaches 3,000 sign-ups at *
$499 starter pack(* $999 starter kit sign ups with autoship count as 2 at $499
starter kit *)
7.2 There shall be a Performance review at month 24 for additional ownership
percentage past 40%
8. COMPENSATION PLAN PARTICIPATION
Partner #2 shall be placed in the compensation plan with no online recognition as a
Distributor Account and able to participate in the Organizational pay-plan.
9. MANAGEMENT AND DECISIONS
It is hereby agreed that David Johnson will oversee all financial decisions as the sole
Investor while Heather Howard will oversee all the Marketing/Distribution channels to
grow the revenue of the Company for long term growth & stability
10. PROFITS AND LOSSES
10.1 All financial decisions related to profits and losses or shares are dealt
with by the Partner #1 only. This Partnership is at will. The profits or losses
shall be distributed between the Parties according to their relevant shares and
each partner has rights, interest and responsibilities in this Partnership as
mentioned herein. The Partners has ownership interest according to the said
percentages.
10.2 Any and all property owned by the Partnership, despite whether real or
personal, tangible or intangible, shall be deemed to be owned by the
Partnership as an entity. No Partner shall have any direct ownership of any
Partnership property except as provided for in this Contract.
10.3 Within an agreed term the accounts shall be audited and accounting
will be conducted with mutual consent. Upon auditing the Partnership’s
finances, the net profit and loss of the Partnership shall be divided in the
same proportion as the Partner’s respective shares.
11. DISSOLUTION AND LIQUIDATION OF THE COMPANY
The partnership expires for the following reasons:
a) The desire of the David Johnson to do so. In this instance, the share/s
acquired by Heather Howard remains, and she is entitled to sell her share
at that time according to the market valuation. The average value is
assessed by any accredited offices, provided that neither side has
interests linked to them.
b) If a clear intent to harm is manifested in the actions of the other party.
c) In the event of voluntary liquidation, the following should be taken into
consideration: Paying all creditors or concluding a settlement with them.
12. ACCOUNTING
a) At all times during the continuation of the partnership, the Partner responsible
shall keep accurate books of account in which all matters relating to the
partnership, including all of its income, expenditures, assets, and liabilities,
shall be entered. Each Partner has access to check the accounts at any time.
b) The revenue will be disturbed between the partners according to their relevant
shares.
c) The Partners agree to pay applicable taxes on their relevant revenues and
both are responsible in accordance with the acquisition, liabilities, credits and
deductions related to the Partnership.
d) The net profit will be calculated after the deduction of salaries, costs,
insurances and taxes.
13. TAXES
Each Partner shall be responsible for his/her own taxes on any distributions
made by the Partnership. Each Partner hereby agrees to execute all agreements,
certificates, tax statements, tax returns and other documents as may be required
by law to effectuate the provisions of this Agreement. Every Fiscal Year, a full
annual Partnership tax return for the preceding year shall be furnished to the
Partners for their review and acceptance in a timely manner that will comply with
all reporting deadlines.
14. TERMINATION
a) Either Party may terminate this Agreement for cause by providing the other
Party written notice if the other Party: (i) is in material breach of this
Agreement and has failed to cure such breach within thirty (30) days after its
receipt of written notice of such breach provided by the non-breaching Party;
(ii) engages in any unlawful practice related to that Party’s performance under
the Agreement.
b) Without any reason or in a good way, during the Term of this agreement, each
partner can terminate this Agreement by informing and giving notice in writing
______ days prior to termination.
c) The Partnership will only be terminated as outlined in this Agreement.
15. THE DEATH/DISABILITY/ABANDONMENT CLAUSE
In case of Death/Disability or Abandonment by/of a Partner – the Deceased’s
Partner’s estate will take over their share of the Partnership or a transfer shall be
effected of the said shares shall be effected to the surviving Partner upon payment to
the estate to the Deceased Partner. In the case of a voluntary abandonment or buy-
out – the other Partner has the first right of refusal to buy-out the shares of the other
party.
16. MEETINGS
Meetings (remotely or physical), which both Partners are required to attend except in
the case of emergency or illness, shall be held for the purpose of discussing all
aspects of the Partnership, including but not limited to assuring each partner is
efficiently managing assigned responsibilities, profits and losses, as well as any
other questions or concerns pertaining to the Partnership.
17. FORBIDDEN ACTS AND RESTRICTIONS
No Partner shall;
a) have the right or authority to bind or obligate the Partnership to any extent
whatsoever with regard to any matter outside the scope of the Partnership’s
purpose.
b) utilize the intellectual property significantly specific to the Partnership, for the
use of any initiatives or endeavors outside of the scope of the partnership.
c) use the Partnership name, credit, funds or property for other than Partnership
purposes.
d) do any act detrimental to the interests of the Partnership or any act that would
make it impossible to carry on the business or affairs of the Partnership.
16. PARTNERSHIP’S PROPERTY
Should the Partnership be terminated as provided in this Agreement the assets of
Partner #2 and Healthy Habits Global Along with all the distribution/Affiliates
Heather Howard brought over to Company shall remain will remain owned by
Heather Howard.
17. ASSURANCES
The Partners hereto, and each of them, covenant and agree that each of them shall
and will, upon reasonable request of the other Partner, make, do, execute or cause
to be made, done or executed all such further and other lawful acts, deeds, things,
devices and assurances whatsoever for the better or more perfect and absolute
performance of the terms and conditions of this Agreement. No partner shall involve
in any illegal or unethical activity under this Partnership and if anyone will be found
guilty, suspected Partner would only be personally responsible for the legal actions
or proceedings. The other Partner will not have any concern with such activity.
18. . REPRESENTATIONS AND WARRANTIES
Each Partner hereby represents and warrants that he or she is not a party to any
agreement or arrangement with a third party which would restrict such Partner’s
ability to perform its obligations as set in this Agreement.
19. INDEMNITY
19.1 The Partner #1 shall indemnify and keep indemnified the Partner #2
from and against any and all loss, damage or liability whether criminal or civil
suffered and legal fees and costs incurred by the company or the other
founders in the course of the execution of the obligations under this
agreement and resulting from any act, neglect or default of Partner #1.
19.2 Provided that such liability has not been incurred through any default
by the Partner #2 in relation to its obligations under this agreement.
20. WAIVER
20.1 A waiver of any right or remedy under this Agreement or by law is only
effective if given in writing and shall not be deemed a waiver of any
subsequent breach or default.
20.2 A failure or delay by a Partner to exercise any right or remedy provided
under this agreement or by law shall not constitute a waiver of that or any
other right or remedy, nor shall it prevent or restrict any further exercise of
that or any other right or remedy. No single or partial exercise of any right or
remedy provided under this agreement or by law shall prevent or restrict the
further exercise of that or any other right or remedy.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement of the
parties with respect to its subject matter and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions,
express or implied, written or oral, between the Parties.
22. DISPUTE RESOLUTION
If a dispute, controversy, or claim arises out of or relates to this Agreement or the
breach thereof, and if the dispute cannot be settled through negotiation and
mutual understanding of the Parties, the Partners agree first to try in good faith to
settle the dispute by mediation administered by the American Arbitration
Association, or a similar dispute resolution service.
23. BREACH OF AGREEMENT
Failure to fulfill any of contractual obligations of this contract is Breach of
Agreement. A breach will be considered when a Party fails to perform on time,
does not perform in accordance with the terms of the Agreement, or does not
perform at all. Any breach and/or lack of performance may result in
the imposition of financial penalties or financial consequences on the breaching
Party which will be imposed by any court of law, jury or an authority with
jurisdiction. In any legal action brought as a result of a breach of this Agreement,
the prevailing Party shall recover from the non-prevailing Party all reasonable
attorney’s fees and costs associated with the litigation.
24. SEVERABILITY
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of
this Agreement is held to be invalid, illegal, or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any other provision or any other jurisdiction, but
this Agreement will be reformed, construed, and enforced in such jurisdiction as if
such invalid, illegal, or unenforceable provisions had never been contained
herein.
25. NOTICES AND COMMUNICATION
Any notice which may be given by a Party under this Agreement shall be deemed
to have been duly delivered if delivered by hand, post, facsimile transmission or
electronic mail to the address of the other Party as specified in this Agreement or
any other address notified in writing to the other Party as set out above in the
Contract.
26. FORCE MAJEURE
Any Party shall not be considered in breach of or in default under this Agreement
on account of, and shall not be liable to the other Parties for, any delay or failure
to perform its obligations hereunder by reason of fire, earthquake, flood,
pandemics, explosion, strike, riot, war, terrorism, or similar event beyond that
Party’s reasonable control (each a “Force Majeure Event”); provided, however, if
a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
(a) Notify the other Parties in the Force Majeure Event and its impact on
performance under this Agreement; and
(b) Use reasonable efforts to resolve any issues resulting from the Force Majeure
Event and perform its obligations.
27. ADDENDUM
According to the requirements in the future, further partner or investor could be
entered with the mutual understanding of the Parties and in that condition a new
Agreement or Addendum shall be made and signed by all the Parties. No person
shall be admitted as a Partner except with the unanimous consent in writing of
the Partners. No amendment, change, or modification of this Agreement shall be
valid unless in writing and signed by all the Parties.
28. SUCCESSORS AND ASSIGNS
All references in this Agreement of the Parties shall be deemed to include, as
applicable, a reference to their respective successors and assigns. The
provisions of this Agreement shall be binding on and shall inure to the benefit of
the successors and assigns of the Parties.
29. ACKNOWLEDGEMENT AND SIGNATURES
The Partners have caused this Agreement to be executed on the dates indicated
below, effective as of the date indicated above.
30. LEGAL JURISDICTION AND GOVERNING LAW(S)
This Agreement shall be governed, construed, interpreted, and enforced in
accordance with the Laws of the State of the State of California.
IN WITNESS of which this agreement has been duly executed.
Signed by the Authorized Signatory of INVISION GLOBAL
Name: XXX
Signature: __________________________
Signed by the Authorized Signatory of NO LIMIT GLOBAL MARKETING LLC
Name: XXX
Signature: _________________
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )