MORE FITT INCORPORATED
BUSINESS PARTNERSHIP AGREEMENT
This Agreement (this “Agreement”) is made and entered into as of 3/30/2017, (the “Effective Date”) by and between More Fitt Incorporated, a Delaware corporation (“Company”), and Jon Brownell and Derrick Whitney.
Engagement of Services. Terms of Relationship:
More Fitt is building a custom mobile app for Jon Brownell. The total cost of mobile development will be $9,600. More Fitt is discounting overall cost to $4,800; or 50% off. The total cost or $4,800 will be taken out of all revenue at an additional 20% of the profits monthly until More Fitt Inc is fully paid back. Once the total cost is paid back, More Fitt Inc. and Jon Brownell will split the overall profits from the apps services; with 70% going to Jon Brownell and Derrick Whitney and 30% going to More Fitt Incorporated.
Compensation; Timing. Jon Brownell and Derrick Whitney will be paid by More Fitt Incorporated on the 1st of every month via direct deposits, stripe payments or paypal. This will be set-up by More Fitt Incorporated. This agreement is in place for 24 months and will be reevaluated at that future date.
Independent Contractor Relationship.Jon Brownell and Derrick Whitney’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship. They are 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. They are solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. Company will regularly report amounts paid to Derrick Whitney and Jon Brownell by filing Form 1099‑MISC with the Internal Revenue Service as required by law.
Definition of Confidential Information. “Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined in Section 6 (Ownership and Return of Confidential Information and Company Property)), and Company’s information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, in each case whether or not marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to Jon Brownell and Derrick Whitney is obligated to treat as confidential or proprietary, whether or not marked as “confidential” or “proprietary”.
Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Contractor will not (i) use any Confidential Information or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. Contractor may use the Confidential Information solely to perform Project Assignment(s) for the benefit of Company. Contractor shall treat all Confidential Information with the same degree of care as their own confidential information, but in no case shall they use less than reasonable care.
Ownership and Return of Confidential Information and Company Property. All Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that Company furnishes to Independant contractor by Company, whether delivered to them by Company or made by them in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of Company or Company’s suppliers or customers. Independant contractor agrees to keep all Company Property at their premises unless otherwise permitted in writing by Company.
Indemnification. Independant contractor will indemnify and hold harmless Company from and against any and all third party claims, suits, actions, demands and proceedings against Company and all losses, costs and liabilities related thereto arising out of or related to (i) an allegation that any item, material and other deliverable delivered by them under this Agreement infringes any intellectual property rights or publicity rights of a third party or (ii) any negligence by them or any other act or omission, including without limitation any breach of this Agreement by Independent contractor.
Entire Agreement. This Agreement constitutes the final and exclusive agreement between the parties relating to this subject matter and supersedes all agreements, whether prior or contemporaneous, written or oral, concerning such subject matter.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned parties have executed this Consulting Agreement as of the date first set forth above.
More Fitt Incorporated,
a Delaware corporation
Name: Colton Paulhus
Title: President and CEO
Jon Brownell and Derrick Whitney