PROFIT SHARING AGREEMENT
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by Raul Torres and Kamoree McKinney (Raul Torres and
Kamoree McKinney 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:
1. COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date until termination.
2. THE PROFIT SHARE
Raul Torres shall provide articles of clothing to be sold through Kamoree McKinney’s
brand named _____________________________.
Raul Torres shall be enititled to 75% of the profits for the said articles of clothing while
Kamoree McKinney receives 25% of the profits.
The Parties will be pulling out of a joint bank account every two weeks and have access
to the Shopify site to keep tabs on what is sold. There will also be supervision by a
Neither Party shall transfer or assign this agreement without the other Party’s consent, and such
consent shall not be unreasonably withheld or delayed.
4. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation
This Agreement shall automatically terminate when the final article of clothing provided
by Raul Torres is processed and sold.
Either Party may terminate this Agreement upon giving the other Party no less than 30
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
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.
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, at the time of disclosure, (i) is or has been
available publicly, other than for the reason of disclosure directly or indirectly by the Recipient
Party; or (ii) has been made available to the Recipient Party and not bound by the obligation of
confidentiality, or confidential information obtained independently by the Recipient Party
without assistance, utilization, or use of confidential information. In addition, this Agreement is
confidential and cannot be divulged to third parties, unless as provided by law, without the
written consent of the Parties.
7. FURTHER ASSURANCES
Each Party hereto agrees to perform any further acts and to execute and deliver any further
documents that may be reasonably necessary to carry out the provisions of this Agreement.
8. 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.
9. CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or
various documents forming this agreement, the Parties shall issue any necessary clarification or
10. NO WAIVER
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. A waiver by any Party of any right or benefit provided in this Agreement does not
infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any
other right or benefit provided in this Agreement.
The provisions of this agreement are severable. If any provision is held to be invalid or
unenforceable, it shall not affect the validity or enforceability of any other provision.
This agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original and all of which taken together shall constitute one instrument.
13. ENTIRE AGREEMENT
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. All documents annexed to this agreement shall be subject to the terms under this
agreement, provided that the Parties append their signatures on the documents. The Parties will
exercise utmost good faith in this agreement.
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.
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
Any notice required to be given between the Parties pursuant to the provisions of this Agreement
shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by
the party addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered
mail with postage prepaid, on the third business day after the date postmarked, or sent by email,
at the following addresses or such changed address as the Party shall have specified by written
notice, provided that any notice of change of address shall be effective only upon actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
the recipient, and the effective date of such notice shall be the date of receipt, provided such
receipt has been confirmed by the recipient.
Raul Torres: ___________________________________________________________________
Kamoree McKinney: ____________________________________________________________
17. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of _______________state, and its
Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and
year set forth below.
Signed by RAUL TORRES
Signed by KAMOREE MCKINNEY
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