TEAMING AGREEMENT

BETWEEN

W SQUARED PROPERTY MANAGEMENT LLC

(“THE PRIME CONTRACTOR”)

AND

1. VERONICA CONWAY COMPANY,
2. CHERAY UNMAN COMPANY AND
3. M&S CO, LLC

(“THE SUB-CONTRACTORS”)

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, entered into by the Prime-Contractor and the Sub-Contractors (collectively referred to herein as the “Parties” or individually as the “Party” and includes that party’s successors and assigns.

WHEREAS:

• The Prime Contractor is a skilled and professional products and service provider.

• The Sub-Contractors are also skilled and professional products and service providers.
• The Prime-Contractor now wishes to enter into this teaming agreement with the Sub-Contractors.

Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
3. “Subcontracting price.” means the sum of …………………………………………………………………………………………………..;
4. “Works” means the provision of supplies to the federal government.;

1. In this agreement, unless the context otherwise requires, any reference to the singular includes the plural and vice versa;
   1. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.

• 2.        application of terms and the parties’ UNDERSTANDING
  • Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the parties are prepared to deal with each other.
  • If any ambiguity is found in the agreement or various documents forming this agreement, the parties shall issue any necessary clarification or instruction.
  • 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.
  • This agreement may be signed in any number of counterparts all of which shall be taken together and shall constitute as being one & the same instrument.

• 3.        COMMENCEMENT AND DURATION

The duration of the agreement shall perpetuate for five (5) years from the last date of signing.

• PURPOSE AND SCOPE OF THE AGREEMENT

The purpose and scope of this agreement is the provision of supplies to the federal government.

• THE OBLIGATIONS of the parties
  • W Squared Property Management Llc will act as the Prime-Contractor.
  • Veronica Conway Company will act as the buyer intermediary. Its responsibilities include acting as sole representative in coordination with the buyer and communicating the buyer requirements to the team.
  • Cheray Unman Company will act as the supplier and financier intermediary. Its responsibilities include coordination of suppliers and financiers.
  • M&S Co, Llc will act as the supplier intermediary and mandate for the Prime-Contractor. The mandate role includes:

I.      Ensuring compliance with program managers, shipping requirements, labeling requirements;

II.     Ensure that intake procedures are correct for any supplies; and

III.    Ensuring needs of buyers and suppliers are communicated and mutually understood.

• TERMS AND CONDITIONS

Parties agree that;

• There shall be no assignment without written consent from all the parties;
  • They will not in any manner solicit, nor accept any business in any manner from sources or their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source;
  • They will maintain complete confidentiality regarding each other’s business’ sources and/or their affiliates and will disclose such business sources only to the named parties pursuant to the express written permission of the party who made the source available;
  •  They will not in any of the transactions the parties are desirous of entering into and do, to the best of their abilities assure the other that the transaction codes established will not be affected;
  • They will not disclose names, addresses, e-mail address, telephone and tele-fax or telex numbers to any contacts by either party to third parties and that they each recognize such contracts as the exclusive property of the respective parties and they will not enter into any direct negotiations or transactions with such contracts revealed by the other party;
  • In the event of circumvention of this agreement by either party except as specifically set out hereinabove, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue;
  • The closing and completion of each and every shipment shall be deemed to take place when the letter of credit issued by the buyer has been drawn down at the counters of the issuing bank or when the escrow account has been released.
  • Signatures on this agreement received by the way of DocuSign and/or E-mail shall be considered as original signatures. The executed contract shall be enforceable and admissible for all purposes as may be necessary under the terms of the agreement.
  • If the agreement expires after a short, defined period of time, the prime contractor can move on to perform the work on its own or with others.

• LIABILITY OF THE PARTIES.
  • No Party shall be held liable for any damages where:
• the damage has been occasioned by the other party, their representatives, employees, or agents; and
• the damage has been caused by an event beyond the control of the party.

• FINANCES
  • Finances under this agreement shall be facilitated by Escrow.com, an independent third party which will hold payment until everyone fulfills their responsibilities in the transaction.
  • Each party shall pay the Escrow.com fees, which are .089%.
  • The parties will only receive the funds when the buyer has received and accepted the products and/or services that are part of the transaction.
  • W Squared will receive the initial payment from the buyer, however this transaction will be set up to trigger automated payments of 25% commission each to all parties.
  • The buyer shall pay to the intermediaries 25% each for each agreement signed relating to this transaction with quantity increases, renewals, rollovers and extensions for the total volume of gloves boxes delivered to the client. Commissions for future long-term contracts involving the same groups will be mutually agreed upon contract signing.

• INDEPENDENT CONTRACTORS

The relationship of the parties hereto is that of independent Contractors.

1. DISPUTE RESOLUTION

Any dispute under this agreement shall be resolved through Mediation, Arbitration and Litigation and in that particular order. Parties shall act in good faith to resolve the dispute.

1. TERMINATION
   1. at any time upon breach of the contract by the other party including but not limited to circumvention and failure to execute on defined role.
   1. Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
   1. The termination of this agreement shall not discharge the liabilities accumulated by either party.
   1. 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.

1. VARIATION to the agreement

Either party may request variations to the agreement. Variations will only be effective if agreed in writing, signed by all parties and recorded.

1. Force Majeure
   1. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances 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.
   1. A Party’s failure to fulfill its obligations due to Force Majeure, to shall not be considered as breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, and reasonable alternative measures, all to carry out the terms of this agreement.
   1. A Party affected by Force Majeure shall take all reasonable measures to remove the inability to fulfill their obligations with minimum delay and minimize the consequence of Force Majeure.
   1. A Party affected by an event of Force Majeure shall notify the other party in writing of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give written notice of the restoration of normal conditions as soon as possible.
   1. Not later than fourteen (14) days after a Party, as a result of Force Majeure, has become unable to discharge its obligations, the Parties shall consult with each other to agree on appropriate measures to be taken in the circumstances.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are cumulative and 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 severe it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. PARTIAL INVALIDITY

The illegality, invalidity and non-enforceable provision of this document under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction or provision.

1. NOTICES

The Parties shall be served through the following addresses (including email) for all purposes arising out of or in connection with this agreement.

THE PRIME CONTRACTOR:                                ___________________________________________

                                                                ___________________________________________

___________________________________________

___________________________________________

THE SUB-CONTRACTORS:                                 ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

                                                                ___________________________________________

1. CHANGE OF ADDRESS

Either party may provide changes in the above addressees by reasonable notice in writing given to the other party as aforesaid.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

• GOVERNING LAW

The laws of the Washington D.C., United States (without giving effect to its conflict of laws principles) shall govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance and enforcement.

 The U.N. Convention on Contracts for the Sale of International Goods is hereby excluded from application to this agreement. If either party brings against the other party any proceeding or lawsuit arising out of the agreement, that party may bring that proceeding only in the United States District Court for the Washington D.C. and each party hereby submits to the exclusive jurisdiction of those courts for purposes of any such proceeding or lawsuit. The signing parties hereby accept such selected jurisdiction as the exclusive venue.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, all Parties by their duly authorized officer, as of the day and year set forth below.