PROFIT-SHARING AGREEMENT

PROFIT-SHARING AGREEMENT

BETWEEN

OLUS LLC (COMPANY)

AND

                                        ___________________________________(PARTNER)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and Partner (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns.

WHEREAS

1. The Parties entered into an agreement for the beginning, launching, running, and operating a Walmart to Amazon drop shipping business A-Z with the Primary purpose to sell goods on Amazon.com with a perpetuity. (hereafter the “business”)
2. The Parties now wish to distribute their profits as expressed hereunder.

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:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from _____________________________until termination.

• DIVISION OF PROFITS AND LOSSES

Each Party shall be entitled to 50% of the net profits of the business. 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 Parties, in which case the loss so incurred shall be made good by the Party through whose neglect or default the losses shall arise.

• RESPONSIBILITIES OF PARTIES

In consideration for the profit share granted herein, the Parties shall perform the following duties:

The Partner will:

Pick products

1. However, many hours needed determined by the Partner that is necessary;
2. Source the product and fulfill the products
3. Create all listings on Amazon.com.
4. Will update and optimize all listings on Amazon.com.
5. Index keywords
6. Product photography
7. Copy
8. Shipments to or from any needed facilities
9. Shipments to or from an Amazon FBA facility

The Partner will provide other instructions. All Parties, as outlined in this agreement, will be granted full access to the bank account and seller account. The Company will open a Walmart+ account with a credit card on file to fulfill orders and provide log in to handle all aspects related to generating revenue and fulfilling all shipments.

• INTELLECTUAL PROPERTY

Except as otherwise stated, any intellectual property belonging to the Company during the subsistence of this agreement is the Company’s exclusive property.

• PROHIBITION ON TRANSFER

Neither Party shall assign, transfer, convey, encumber any of its rights or obligations hereunder without the prior written consent of the other Party. The consent shall not be unreasonably withheld or delayed.

• DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement. The Parties agree to attend one session of Mediations. They shall result in litigation to settle the dispute if Mediation is unsuccessful or a Party fails to attend the Mediation session. Parties shall act in good faith to resolve the dispute.

• 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.

• 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.
• 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.

• 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 as 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.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information, 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. A 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.

1. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Parties 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 Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, and no oral agreement shall be effective.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  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.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. Notices

Any notice required by this agreement or given in connection with it shall be in writing and, where applicable, shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

OLUS LLC: ________________________________________________________________

PARTNER: _________________________________________________________________

1. ENTIRE AGREEMENT

This agreement contains the parties’ entire understanding, 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. Parties will exercise utmost good faith in this agreement.

1. cOUNTERPARTS

This agreement may be executed in counterparts, each of which shall be an original, all of which constitute the same instrument.

1. headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

1. PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

1. GOVERNING LAW

This agreement shall be construed and enforced in accordance with the laws of the state of North Carolina.

• Parties acknowledgments

The parties acknowledge that they have been provided with the opportunity to negotiate this agreement and seek legal counsel before signing it. 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.

IN WITNESS WHEREOF, the Parties have executed this agreement, as set below.