PARTNERSHIP TERM SHEET

PARTNERSHIP TERM SHEET

This Term Sheet summarizes the principal terms of the agreement between the parties herein. The term sheet creates legally binding obligations between the parties involved in the execution of this transaction. Further, it guarantees UTIQ Ventures LLC’s proposal so long as the KPIs are achieved.

PARTIES UTIQ VENTURES LLC (UV)DUBAI, UNITED ARAB EMIRATES ANDEIGTTIMES CONSULTANTS LIMITEDGRIVA DIGENI & VYRONOS 64, FLAT 31NICOSIA. 1095Cyprus 
BUSINESS PURPOSE Eigttimes Consultants will be required to fulfill the following obligations otherwise known as Key Performance Indicators:Brand strategy and all related creative work is ready in time for launch in October 2021-for Qlee and January 2022 for MPTop-of mind brand recallShare of voiceConversion ratesCost-per-acquistionNet Promoter Score (NPS)Customer Lifetime Value (CLV). Acquiring new customers can cost up to 5 times more than retaining current ones 
TERM This Term Sheet will be effective for a period of 12 months. For the first 12 months, UV will not be liable for operation liabilities arising in case Eigttimes Consultants fails to achieve its goals.After the lapse of 12 months and upon review and satisfaction of both parties that the Key Performance Indicators have been achieved, Eigttimes Consultants will be added to the license as an equity share holder and thereon liabilities will be limited to their equity share.  
CONSIDERATION In consideration of the services and expertise offered by Eigttimes Consultants, they will be entitled to:10% equity in UV after 12 months of operations;A 2.5% revenue share from UTIQ, for the first year of operations and until the transfer of shares is made official;Ms. Cecile BEGUE-TURON, a senior team member will be offered 1.5% revenue share on brands she is directly involved with. (This may change depending on the activities and the role).
DUE DILIGENCE Both parties will conduct due diligence in fulfilling their obligations and duties under this agreement.
GOVERNING LAW This term sheet shall be governed by and in accordance with the laws of ______________________. All proceedings shall be conducted in English.
FEES AND EXPENSES All the expenses including legal, professional, due diligence, advisory support, negotiation, etc. have to be borne by each party.
CONFIDENTIALITY Neither Party will disclose confidential information of a proprietary nature including the names of the parties involved, consideration amount, to a third party unless consented by the other party or required by law.
 ENTIRETY This term sheet constitutes the entire agreement between the Parties and the parties agree that there are no understandings concerning the subject matter of this Agreement that are not contained in this document.

EXECUTION

IN WITNESS WHEREOF, the parties execute this Term Sheet as follows:

Name: ___________________

Title: _____________________

Signature: ___________________

Date: _____________________

Name: ___________________

Title: _____________________

Signature: ___________________

Date: _____________________

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