MAX BRIE (“TRANSFEROR”)
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by the Transferor and the Transferee (Transferor and
Transferee 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.
Subject to and upon the terms and conditions set forth in this Agreement, the
Transferor hereby agrees to transfer to the Transferee, and the Transferee agrees to
accept from the Transferor, 1.5% of the Equity (Equity Transfer) of the Company
(Dalorum). Upon the execution of this Agreement the Transferee shall enjoy all rights
and interests as well as bear all obligations in respect of the Equity acquired.
Additionally, there will be a waterfall of 1.75% over an additional 2-year period which
will make up a total 5% over 3 years. The Transferee will also officially hold the title
This consideration shall only be payable while the Transferee remains in the
The Transferee agrees to perform the services as COO to the best of his abilities and in
accordance with professional quality standards in the industry.
The Transferee agrees that he will not be paid any fees for performance of the services
as COO, and that his full payment for performance of the services is the grant of the
consideration set out in this Agreement.
3. LIABILITIES FOR BREACH
Where a party commits a breach of this Agreement, he shall be liable to compensate the other
party for any and all damages caused as a result of the breach, not including, however,
indirect or consequential damages.
4. TAXES AND DUTIES
The (select one) ☐Transferor ☐Transferee
shall be responsible for all stamp duties and other governmental fees, taxes and reasonable
out-of-pocket expenses (including reasonable legal fees) incurred by the parties in connection
with any Equity Transfer made hereunder and in the preparation of this Agreement.
The Transferee shall not transfer or assign this agreement without the Transferor's consent.
However, the Transferor may transfer or assign this agreement or subcontract its obligations
hereunder at any time without the Transferee's consent. If the Transferor does so, anyone to
whom the Transferor transfers, assigns, or subcontracts any or all of its obligations will have
all of the Transferor's rights with respect to such obligations.
6. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
Completion of the obligations under this Agreement shall constitute termination.
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
this stated period, the other Party reserves the right to charge costs that they have
already paid in advance or incurred.
This Agreement may be terminated at any time by mutual agreement of the Parties.
The termination of this agreement shall not discharge the liabilities accumulated by
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 the Transferor, disclosed by the
Transferor to the Transferee, 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 Agreement is confidential, solely for the
use of performing this Agreement and may not be disclosed, copied, or dealt with in any
similar manner unless authorized in advance by the Transferor in writing. Upon the
Transferor's request, the Transferee shall promptly return all documents and other confidential
materials received from the Transferor.
The Transferor 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
Transferee; or (ii) has been made available to the Transferee and not bound by the obligation
of confidentiality, or confidential information obtained independently by the Transferee
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 Transferor.
9. 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.
10. 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.
11. CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing, and signed by all Parties. If any ambiguity is found in the agreement or various
documents forming this agreement, the Parties shall issue any necessary clarification or
12. NO WAIVER
Unless otherwise provided, failure by the Transferor 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 the Transferor 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.
15. 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 vice versa.
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
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the
third business day after the date postmarked, or
(iii) 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
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.
19. NO PRESUMPTION AGAINST DRAFTING PARTY
This Agreement shall be construed as if drafted jointly by the parties hereto. In the event an
ambiguity or question of intent or interpretation arises, no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of
20. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of _______________, 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 the duly authorized representative
of the TRANSFEROR
Signed by the TRANSFEREE
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