Krazy Fish Rep Contract

This is a Management Contract and Business Services Agreement between Krazy Fish LLC and 3 representatives of UTB Tech.


MANAGEMENT CONTRACT

AND

BUSINESS SERVICES AGREEMENT

This MANAGEMENT CONTRACT AND BUSINESS SERVICES AGREEMENT ("Agreement") is made effective as of November 16, 2015 between Krazy Fish LLC (“Company”), a Delaware corporation, with its principal office located at 16192 Coastal Highway, Lewes, DE 19958, and XXXXXXX, (“Client”), a/an [COMPANY TYPE/INDIVIDUAL] of [ADDRESS], citizen/national of [COUNTRY] with identification document/passport number [NUMBER] issued by [GOVERNMENT].

WHEREAS, the Company is a corporate communications and business development consultancy with experienced management, financial, business development, marketing, communications, legal staff, equipment, and other resources useful in the development of new, small, and medium sized businesses that are expanding, internationalizing and/or developing their business and/or products and services internationally, and

WHEREAS, the Client is a medical technology startup developing robotic devices for children and adults with autism spectrum disorders, in need of such representation and/or services and,

WHEREAS, the Company is willing to procure and secure funding and market access for products and/or services being developed originally and exclusively by the Client, and

WHEREAS, the Client does not currently have financial resources that it can use to fund the development of its business plan, service and/or product,

THEREFORE, the Parties to this Contract and Agreement agree as follows:

  1. MANAGEMENT AND REPRESENTATION AGREEMENT. From the date of this Agreement, the Company will provide management, business plan development, strategic planning and oversight of operations and product development to the Client under the terms of this Agreement. It is understood and agreed between the parties that the management team assigned to assist in the development of the Client under the terms of this Agreement will also be involved in the management of the Company and other portfolio companies it represents and that they will function as the key officers of the Company during the term of this Agreement.

The Client hereby grants the Company full and exclusive representation rights on any and all international markets for the procurement and securing of funding for the Client’s business development plan and/or the products and/or services defined by this Contract and Agreement. The Company shall, in good faith and to the best of its capabilities, represent the Client in all negotiations, agreements, dealings and/or contracts with any investors and/or financial partners in relation to the products and/or services described in this Agreement. All members of the Company and Client teams agree that any and all information shared amongst the teams will be under mutual non-disclosure agreement.

  1. SERVICES. The company will provide funding procurement services, market research, international market representation, and market entry for the development and deployment of the Client’s business plan and/or product, the Autism Ladybug robot and all its future versions and related products being developed by the Client. Any additional services, as well as terms and fees regarding additional services, that the Company provides for the development of the Client’s product, service and/or business, after the initial service of procuring and securing one or more rounds of funding, will be determined and agreed upon by the Company and the Client in an Annex to this Contract and Agreement. TheCompany retains the right to accept or turn down any financing and/or financial partnership that the Company deems inadequate or harmful to the business development of the Client and/or any of its products and/or services. The Company must deliver written explanation for reasons any financing or financial partnership is deemed inadequate within 15 days. The final decision regarding such financing shall be made within a mutual agreement between the parties to this agreement.

  2. PAYMENT. The Company will receive 10% of equity ownership in the Client’s company and/or any products and/or services mentioned in this Agreement in exchange for the funding services provided pursuant to this Agreement. The Company will also receive payment of 10% of any and all funding secured for the Client pursuant to this Agreement. Krazy Fish LLC shall participate in decision-making related to the payment of management of any funding it secures for the Client, including but not limited to team salaries, human resources, outsourced services, and operatingcosts. The Client shall be responsible for collecting funds pursuant to this Agreement and shall duly disperse those funds as agreed in this clause, within a reasonable period of time.

  3. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 60 days written notice to the other party. Any award or consequent disputes may be settled and enforced by a court of law under the jurisdiction of the United States of America.

  4. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

  5. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties in an Annex to this Agreement.

  6. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

  7. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  8. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Delaware.

The Company, Krazy Fish LLC

Represented by:

____________________________

Danica Radisic-Visnjic, CEO

The Client, [NAME]

Represented by/in person:

____________________________

[NAME], [POSITION]