This Services Provider and Vendor (PARTNER) AGREEMENT (Filled and submitted through Google Form, is made this  _______Date as per_Google Form Input_________________, by and between, _______ PARTNER Entity Legal Name __ hereinafter called "PARTNER", and Twingco, Inc. dba OneTraction, collectively called "COMPANY.” This agreement replaces and supersedes all previous written and verbal commitments between the parties.

Explanatory Statement

Whereas PARTNER ________________________ possesses specialized skill, knowledge, experience and know-how in the fields of Channel and Service Providers supporting our ecosystem which include but not limited to Startup, Corporate, Investors and Mentors, with other valuable products or services, training, and exclusive members deals, and is ready, willing, and able to perform on a role of PARTNER a non-corporate board member or officer, further detailed in Exhibit A “Statement of Work” appended hereto as PARTNER of OneTraction / LaunchPad beginning on __Date as per_ Google Form Input ____________________ and terminating five years from the execution of this Agreement, unless renewed by the parties hereunder.

 

The parties hereto desire to apply the Partner respective skills, knowledge, experience and know-how to operate a business by developing, acquiring, and operating an OnDemand innovation Ventures Capital ecosystem as a Global service including but not limited to managing the Startup GTM Program, Corporate GTM Program, Tech Labs Product Development, Events Partner and Sponsor, and engage in any other lawful phase or aspect of relevant services. OneTraction and LaunchPad operates as an entity of Twingco, Inc., for the purposes of developing, and operating Twingco’s offering.

 

NOW THEREFORE, in consideration of the Partner mutual promises, covenants, and agreements, and the Explanatory Statement, which Explanatory Statement is incorporated by reference herein and made a substantive part of this CONTRACT PARTNER AGREEMENT, the parties hereto do hereby promise, covenant and agree as follows:

 

Definitions

Throughout this CONTRACT PARTNER Agreement, and unless the context otherwise requires, the word or words set forth below within the quotation marks shall be deemed to mean the words which follow them:

 

1. "Agreement" - This Contract PARTNER Agreement. 2. “COMPANY” – the business entity limited to operating OneTraction.vc 3. “Management” – OneTraction committee made up of Board Members or other officers of the COMPANY who may be periodically appointed CEO.

 

Section 1. Name

The name of the COMPANY shall be OneTraction and is restricted to running OneTraction LaunchPad, OneTraction Incubator Tech Labs and Venture Capital Programs, excluding any additional websites or services.

 

Section 2. Principal Place of Business

The principal office and place of business (the "Office") of the COMPANY shall be located anywhere in the US. Current corporate mailing address is: 1521 CONCORD PIKE #303, WILMINGTON. DE 19803. The COMPANY shall have such other or additional offices as Management may, from time to time, determine in accordance with this Agreement.

Section 3. Business and Purpose

 

3.1. The business and purposes of the COMPANY ais to develop, manage, and operate a global innovation ecosystem backed by top venture capital funds (including Corporate and OneTraction future funds) and to engage in any other phase or aspect of this business, and such other businesses and purposes as Management may from time to time determine in accordance with the COMPANY’s evolving strategic plan.

 

3.2. The COMPANY may also do and engage in any and all other things and activities and have all powers incident to the said acquisition, holding, management, operation, and/or development of all services as per section 1.

 

Section 4. Term and Partner Contractor Status

 

4.1. The Agreement shall commence upon the date of this Agreement, as set forth above and terminate five years from execution of this Agreement, unless sooner terminated pursuant to the further provisions of this Agreement.

 

4.2. This Agreement is terminable at will by either party for cause or without cause. If terminated by COMPANY, it shall be terminated at the sole discretion of CEO deleguated manager, without the consent of Management, board members and the board chairman. In the event of termination by either party, the terminating party shall give the other party, 30 days notice of the termination of this agreement. No provisions of this agreement shall survive termination, except confidentiality, non-compete, and payments for services already performed and due under Sections 5 and 6.  On or prior to termination day, the PARTNER must surrender all materials, including but not limited to digital files, paper files, audio files, video files, and any other format. If PARTNER become inactive or refuse services to our ecosystem members for 30 consecutive days, this agreement will be considered terminated and without further notice.

 

4.3. It is the express intent of the parties that PARTNER is an external third party entity providing services or products to our members, in performing services under this agreement and not an employee, agent, joint venture, or  exclusive partner of the COMPANY by virtue of this Agreement.  In accordance with this status, PARTNER takes full responsibility and liability for the work he/she performs for COMPANY. Nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the COMPANY and PARTNER, and PARTNER shall not have any authority to make any written representation or warranty or to assume or create any obligation, whether express or implied, on behalf of the COMPANY or to incur any obligations on behalf of the COMPANY without the express, written consent of the COMPANY. Both parties acknowledge that PARTNER is not an employee for state or federal tax purposes and shall not be eligible to participate in any employee fringe benefits of the COMPANY, including any group health insurance, group dental, worker compensation, unemployment insurance, state disability, paid time off, or any other benefit plan of the COMPANY by virtue of his performance of services under this Agreement.

 

4.4. PARTNER is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.  PARTNER is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement.  No part of PARTNER’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.  Company will regularly report amounts paid to PARTNER by filing Form 1099-MISC with the Internal Revenue Service as required by law.

4.5. Responsibility for Costs. Except for any previously approved in written Reimbursable Expenses, PARTNER shall be responsible for all costs and expenses incidental to the performance of PARTNER’s services under this Agreement, including but not limited to computer equipment costs, all fees, licenses, travel, or taxes required or imposed against PARTNER, and all other of PARTNER’s costs of doing business.

 

4.6. PARTNER shall be solely responsible for the own work and for determining the means and methods for performing the services under this Agreement.

 

4.7. PARTNER shall not assign, delegate, or subcontract this Agreement, nor any of his rights, duties or obligations to perform under this Agreement without the express, written consent of the COMPANY. PARTNER acknowledges that the COMPANY has entered into this Agreement in reliance on PARTNER’s ability, experience and agreement to perform his obligations accurately, competently, completely, and in a manner that will exhibit keen strategic business acumen. Once undertaken, PARTNER is responsible for working on a startup or corporate project through completion within the allotted time for each project, as deemed by Management.

 

4.8. PARTNER shall not at any time make any statement, written or oral, that disparages any of the COMPANY or COMPANY’s affiliates, Management, or agents, or is likely to be harmful to the goodwill, reputation, or business standing of any of the COMPANY or COMPANY’s affiliates, Management, or agents, provided that he may respond accurately and fully to any question, inquiry or request for information when required by legal process. Additionally, PARTNER should not use the COMPANY name or its officers’, PARTNERs’, employees’, customers’ and vendors’ names for any advertising, blogging, social networking or news release without written approval from the COMPANY.

 

4.9. PARTNER hereby expressly affirms, represents, and avers that he/she is authorized to work for any employer in the U.S without a need for work authorization from DHS/CIS, does not have criminal record, is not under investigation, in litigation, in lawsuit, or expect a lawsuit; and is not bound by a confidentiality, non-compete agreement, and/or the ability to offer consulting work during parallel employment or consultant obligation with a third party, including but not limited to a current employment or contractor/consulting agreement, or non-expired non-compete agreement with a former employer, contractor, or consultant. In the event that PARTNER is still bound by a confidentiality or non-compete agreement with a third party, PARTNER expressly agrees to indemnify COMPANY for any damages and hold COMPANY harmless for any action brought by a third party against COMPANY for violation of PARTNER’s non-compete or confidentiality agreement with third party.

 

Section 5. Compensation

 

 

5.1. PARTNER acknowledges that COMPANY is an early stage start-up venture and agrees to commit during the term of this contract to be compensated on a performance basis, and not on a fixed fee  or retainer fee basis.

 

5.2. Partner Referral: PARTNER shall refer startup founders or employees, corporate employees, mentors, academia and accredited investors to become a paying member for OneTraction LaunchPad and shall be compensated by COMPANY a 10% commission of the gross sales paid by each member who state that they are referred by PARTNER during sign up. COMPANY will issue payment to PARTNER once and on every $1,000 balance due is reached.

 

5.3. Partner Offering: PARTNER shall pay COMPANY a 10% commission on each gross sales transaction made with any member of OneTraction ecosystem, including LaunchPad, in addition to any discounts offered to our members. PARTNER must issue all referral due to COMPANY on a net 30 days basis by check or wire.

 

5.4. Payment: PARTNER must maintain all record that document earned referral fee with due amount, and submit an invoice at the end of every calendar month for newly enrolled paid members. All approved invoice will be paid on net 30 days’ basis. After the first invoice payment, PARTNER must become an LLC or Inc. if future invoice exceed the $5,000 balance.   PARTNER must use our CRM to submit any and all record, including invoices due for payment, PARTNER CRM account will be activated once a credit balance of $1,000 is due for payment to PARTNER.      

 

Section 6. Equity Grant & Incentive Bonus

 

6.1. The COMPANY wishes to provide PARTNER with an incentive to perform and achieve the goals of the COMPANY’s business, as determined and approved periodically by the Management.

 

PARTNER will be rewarded on a quarterly basis and for every 500 newly enrolled unpaid members into LaunchPad (Startup, Mentors, Corporate and Investors) a $1,000 credit that can be used to purchase any of our events pass, partner II membership, or purchase additional restricted common shares priced on the purchase date once a $10,000 credit balance is accumulated and granted for 5,000 referred and accepted new members.

 

6.2. PARTNER expressly acknowledges that restricted shares are not registered with the Securities and Exchange Commission (SEC), are not publicly traded security and may or may not have a publicly traded value or market. These restricted Equity Grant shares are provided as an incentive by COMPANY to PARTNER and COMPANY makes no promise express or implied as to Partner merchantability, marketability, or future value. PARTNER understands that this is a start-up venture with all its implicit risks and benefits, and PARTNER expressly assumes all risks and benefits freely and does not rely on any representation or undue influence by COMPANY.

Section 7. Governing Law

 

It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights, duties, obligations and liabilities of the parties shall be determined in accordance with the applicable provisions of the laws of the State of Delaware. PARTNER agrees to resolve all disputes by binding arbitration before the American Arbitration Association or California State Bar Arbitration Program.  If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Agreement, the prevailing party in that proceeding is entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs, in addition to any other relief to which that prevailing party may be entitled. 

Section 8. Miscellaneous Provisions

 

8.1. This Agreement and exhibits attached hereto set forth all (and are intended by all parties hereto to be an integration of all) of the promises, agreements, conditions, understandings, warranties and representations, oral or written, express or implied, among them other than as set forth herein.

 

8.2. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. In the event there is any conflict between any provision of this Agreement and any statute, law, ordinance or regulation contrary to which the COMPANY has no legal right to contract, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to conform with said requirement of law. In the event that any part, article, section, paragraph or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.

 

8.3. During this agreement and after termination of this Agreement, PARTNER agrees not to engage in any business that will directly compete with the business of the COMPANY or solicit PARTNERs, contractors, startup, mentors, investors, corporate and customers for a period of 12 months from the date of termination of this Agreement.

 

8.4. The COMPANY’s confidential information shall mean ANY INFORMATION, whether technical or non-technical, and conveyed orally, in writing or electronically to the PARTNER, including but not limited to patents, business methods, strategies, marketing processes, business development methodologies, research, development, tools, data, trade secrets, copyrights, designs, models, inventions, systems architectures, software programs, algorithms, know how, and any used technologies related to current, and proposed technologies, products or services, including current and future third party sources. All information disclosed or obtained by the PARTNER during the conduct of Partner duties at COMPANY is deemed confidential and a valuable proprietary asset and shall be and remain the COMPANY’s sole and exclusive property at all times. The COMPANY grants no license under any trade secret, copyright, or any other rights by this Agreement or any disclosure of confidential information hereunder.

 

8.5. All work and works conducted under this agreement are deemed works for hire, including but not limited to invention, design, concept, discovery or improvement, whether or not patentable, made solely by the PARTNER or jointly with one or more PARTNERs, employees, contractors, portfolio founders, consultants or PARTNERs of the COMPANY, which are considered an integral part of the intellectual property asset of the COMPANY or its original owner such as Founder, Startup or Corporate, and PARTNER shall comply with the confidentiality and non-compete provisions of Sections 8.3 and 8.4 above.

 

8.6. PARTNER shall use the confidential information solely for the limited purpose of performing the business of the COMPANY and not for any other use or purpose. PARTNER acknowledges that all the COMPANY’s information is considered proprietary and confidential information that has independent economic value, actual or potential, from not being generally known to the public or other persons or entities who can obtain economic value from its disclosure or use. PARTNER shall maintain each and all of the confidential information as strictly confidential under all circumstances from the day of disclosure and forever thereafter. PARTNER shall not disclose or cause the disclosure of any of the confidential information to any third person or entity for any purpose at any time other than the business of the COMPANY and shall undertake all steps reasonably necessary to prevent such disclosure. PARTNER shall segregate and store securely all materials and devices that contain or evidence confidential information, and shall use the same degree of care that it affords his own confidential information, but no less than a reasonable degree of care, to maintain the confidentiality of such materials, devices, including but not limited to network access.

 

8.7. No Conflict of Interest.  During the term of this Agreement, PARTNER will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with PARTNER’s obligations, or the scope of services to be rendered for Company, under this Agreement.  PARTNER warrants that, to the best of PARTNER’s knowledge, there is no other existing contract or duty on PARTNER’s part that conflicts with or is inconsistent with this Agreement.  PARTNER agrees to indemnify and hold harmless Company from any and all losses and liabilities incurred or suffered by Company by reason of the alleged breach by PARTNERt of any services agreement between PARTNER and any third party.

8.8. Injunctive Relief.  PARTNER’s obligations under this Agreement are of a unique character that gives them particular value; PARTNER’s breach of any of these obligations will cause irreparable and continuing damage to Company for which money damages are insufficient, and Company is entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need to post a bond.

IN WITNESS WHEREOF, the parties hereunto set Partner hands and seals and acknowledged this Agreement as of the date first above written. This agreement is considered invalid unless signed by PARTNER on the date listed below. This agreement replaces all previously signed agreement and renders them null.

 

COMPANY:

 

__________Pre-Approved____________

By: CEO of Twingco, Inc. dba OneTraction

PARTNER:

 

_____Signed as per Google Form___________

By:

 

 

DATE: __Dated as per Google Form___________

 

 

 

 

EXHIBIT A

Statement of Work

 

PARTNER, ___as per Google Form_________________, shall perform the duties of PARTNER, which include and are not limited to the following key responsibilities in the listed order:

 

§  Corporate Membership: Simply select 10 Fortune 500 Corp employees, CVC/Innovation/Corp Dev (Monthly target) that you have access and direct them to register using their corporate email through our LaunchPad site (OneTraction.vc / Sign up) and add in “referred by field - your full name or Legal Entity”.

 

§  Investors Membership: Simply select 10 HNWI / FO / VC / PE / SV accredited or institional investors (Monthly target), High Network Individual and Corporate Venture that you have access and direct them to register through LaunchPad site (OneTraction.vc / Sign up) and include in “referred by field - your full name or Legal Entity”.

 

§  Startups Membership: simply refer 10 qualified Founder, Mentor or C level employee (Monthly target), from Co-working space, Accelerator, Incubator, Angel group, Alumni, law firm, accountant, event venues, Startups, professional association groups, Universities Alumni, services providers etc.) to join LaunchPad through the Partner internal newsletter and sign up to LaunchPad site (OneTraction.vc / Sign up).

 

Benefits: Corporate: access to innovation not available publicly. Startup: access to first corporate client, potential investment and recurring funding from OneTraction upon our fund closing.  Investors: access portfolio startups to G2M through our established corporate clients.

 

§  Do not share any of our internal material with third party except corporate and startup members packages (as shown on LaunchPad / Premium). Do not pitch any investors on our behalf our portfolio startups (to ensure compliance to State and federal regulation) other than simple referral.

 

 

This Agereement is Executed upon receipt of the completed google form including acceptance of our terms as stated in this agreement.