0x10752b27…1fc7sent to0x1d4ff0b9…553e·#21,717,746·0x14cb6311…233dc2
PARTNERSHIP AGREEMENT
This Agreement is made between Derek Kohn and Joel Beukelman (collectively "Partners") regarding the operation of Shapes ("the Company").
1. OWNERSHIP AND PROFITS
1.1 Each Partner owns fifty percent (50%) equity in the Company.
1.2 All decisions regarding profit distribution and reinvestment shall require mutual agreement of both Partners.
1.3 Partners shall meet quarterly to determine profit allocation between reinvestment and distribution.
2. MANAGEMENT
2.1 Major business decisions require mutual agreement of both Partners.
2.2 Each Partner commits to acting in good faith and in the best interest of the Company.
2.3 Partners shall maintain regular communication regarding Company operations.
3. TERMINATION
3.1 Either Partner may initiate termination of this agreement with 90 days written notice.
3.2 Upon termination:
a) Partners will agree on fair market valuation of the Company
b) Remaining Partner has first right to purchase departing Partner's share
c) If purchase agreement cannot be reached, Partners will pursue mediation
d) Company assets and liabilities will be divided equally if dissolution occurs
4. GOOD FAITH AND FAIR DEALING
4.1 Partners agree to deal fairly and honestly with each other in all matters relating to the Company.
4.2 Partners shall disclose all information material to the Company's operation.
4.3 Neither Partner shall compete with the Company while this agreement is in effect.
5. AMENDMENTS
5.1 This Agreement may be modified only by written consent of both Partners.