PROFIT SHARING AGREEMENT

This Profit Sharing Agreement (hereinafter referred to as the “Agreement”) is made
on __________________20___ Between Karibu Care Services Limited Liability
Company (hereinafter the “Partner A”) and Upstart Consulting, LLC (hereinafter
referred to as the “Partner B”). Together referred to as the “Parties”.
1. Term.
This agreement shall begin on the 10/01/2022 (hereinafter referred to as the
“Effective Date”) and continue indefinitely unless otherwise terminated mutually by
the parties.
2. Profit/Share/Ownership.
The parties herein agree that the profits shall be shared as follows; –
 Partner B will have 65% ownership of all profits while also being the operators
of the company.
 Partner A will have 35% ownership of all profits generated while also owning
the company and all of it’s assets.
3. Termination.
The partnership may be dissolved at any time by agreement of the partners, in which
the partners shall proceed with reasonable promptness to liquidate the partnership’s
business.
The assets of the partnership business shall be used and distributed in the following
order:
a. To pay or provide for the payment of all partnership liabilities and liquidating
expenses and obligations;
b. To equalize the income accounts of the partners;
c. To discharge the balance of the income accounts of the partners;
d. To equalize the capital accounts of the partners; and
e. To discharge the balance of the capital accounts of the partners.
The partnership may also be terminated in the following events;
i. When a partner is found to be stealing from the business
ii. When a partner does something Illegal
iii. When a partner does something that is detrimental to the business

iv. In the event one partner does not want to continue with the partnership.
v. When a partner is disrespectful or creates moral harassment at the place of
work and towards the other partner.
The partnership will be dissolved in case of any of the above-mentioned
circumstances.
4. Death.
Upon the death of either partner or in the event of a dissolution of the company, the
surviving partners shall have the right to purchase the deceased’s interest in the
partnership, terminate or liquidate the partnership business, or buy out the other
partners in the business.
5. Dispute Resolution.
Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by meditationn in accordance with the rules, failure of which
the dispute shall be litigated up in a Court of competent Jurisdiction.
6. Governing Law.
This Agreement shall be construed, governed, interpreted, and applied according to
the Laws of the State of Minnesota.
7. Waiver.
The waiver by either party of the breach of any covenant or provision in this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by either party.
8. Severability.
In the event a court of competent jurisdiction declares any term or provision of this
Agreement to be invalid or unenforceable for any reason, this Agreement will remain
in full force and effect and either:
a. The invalid or unenforceable provision(s) will be modified to the minimum
extent necessary to make such provision(s) valid and enforceable; or
b. If such a modification is not possible, this Agreement will be interpreted as if
such invalid or unenforceable provision(s) were not a part of this Agreement.
9. Amendment of Agreement.
This agreement cannot be amended without the written consent of all partners.

IN WITNESS WHEREOF, the partners hereunto set their signatures and
acknowledged this Agreement as the date first above written.
Signed by; – Karibu Care Services
Limited Liability Company
Signature:
__________________________
Designation:
________________________
Date:
______________________________
Email Address:
_____________________

Signed by Upstart Consulting, LLC; –

Signature:
__________________________
Designation:
_________________________
Date:
_______________________________
Email Address:
_____________________