PARTNERSHIP BUY-OUT AGREEMENT

November 17, 2023

PARTNERSHIP BUY-OUT AGREEMENT

THE PARTIES: This Agreement (“Agreement”) made on ______________________, 20____,
is between Della Roderick with a mailing address of ______________________, City of
______________________, State of ________ (“Buyer”) and Marian Kamara with a mailing
address of ______________________, City of ______________________, State of
______________________ (“Seller”) both of whom agree as follows:

IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged (individually the “Party” and collectively “The Parties” to this agreement)
agree as follow:
TERMS
1. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect till the completion of this sale, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties. The terms of this agreement are effective immediately after the
parties sign.

2. AUTHORITY TO ENTER AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual legal
power, right and authority to make this agreement and bind each respective Party.

3. CONSIDERATION
An initial payment of $25,000will be made by the buyer. Monthly instalment payments
of $5000 will be made for 24 months. The full buy-out amount is $145000.The buyer has
the option to make the full buy-out amount. Payment will be made via certified mail only.
In the instance of insolvency, no payment will be rendered. Seller agrees to render all

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company property back to August Rose Health Center within 48 hours of signing. Seller
agrees to not falsely represent the organization in any form

4. DISPUTE RESOLUTION
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be finally and exclusively resolved by binding arbitration. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). The arbitration may be conducted in person, through
the submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. If for any reason, a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts located in
[name of county] County, [name of state], and the Parties hereby consent to, and waive
all defenses of lack of personal jurisdiction, and forum non convenient with respect to
venue and jurisdiction in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these Terms of Use.

5. CONFIDENTIALITY
Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires.

6. NON-COMPETE
During the term of this agreement to the completion of this sale ,following the date

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Executive ceases to be partners by the Company and its affiliates, Executive will not:
engage in any Competitive Activity, induce or attempt to induce customers, business
relations or accounts of the Company or any of its affiliates to relinquish their contracts
or relationships with the Company or any its affiliates or solicit, entice, assist or induce
other employees, agents or independent contractors to leave the employ of the Company
or any of its affiliates or to terminate their engagements with the Company and/or any of
its affiliates or assist any competitors of the Company or any of its affiliates in securing
the services of such employees, agents or independent contractors

7. NOTICES
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of
mailing.

8. TERMINATION
During the course of this agreement, the parties may terminate this Agreements if there is
illegal activity, if the party is not performing or any other breach.

9. SEVERABILITY
If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated.

10. FORCE MAJEURE

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Neither party shall be liable for any failure to perform under this Agreement when such
failure is due to causes beyond that party’s reasonable control, including, but not limited
to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire,
storm, flood, earthquakes, accident, and prolonged shortage of energy.

11. GOVERNING LAW
This Agreement shall be governed under the laws in Maryland.

12. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties

13. WAIVER
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.

Buyer’s Signature __________________________ Date ________________

Name ________________________

Seller’s (2) Signature __________________________ Date ________________

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Name ____________________________

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