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. |
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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. |
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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. |
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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. |
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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.
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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.