PARTNERSHIP AGREEMENT (the "Agreement") made and entered into this 6th day of July, 2017 (the "Execution Date"),
Joshua Welsh and Stan Kravets.
(individually the "Member" and collectively the "Members").
A. The Members wish to enter into an association of mutual benefit and agree to jointly invest
and set up a partnership enterprise.
B. The terms and conditions of this Agreement sets out the terms and conditions governing this
IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:
The Partnership venture formed by this Agreement (the “Partnership”) will conduct its business online and under the name JLW Beauty. The Partnership has its registered address at 4343 Cessna Street, San Diego, CA 92117. The entity shall be considered a business partnership between the Parties in all respects.
The Agreement shall be formed for the purpose of forming a company whose services include soliciting and distributing cosmetic beauty supplies via online sales.
Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the "Capital Contribution"):
(1)Joshua Welsh: 10,000$USD, Business Model, concept and ongoing operations value
(2) Stan Kravets 2500$USD , Website Development (eCommerce Store) value
All Members will contribute their respective Capital Contributions fully and on time. The funds and revenue of the business will be placed in banking accounts as will be designated by Joshua Welsh. Funds will be held in the name of the business and will not be commingled with those of
any other person or entity. Merchant processing will be designated by Joshua Welsh.
4. Equity Stake & Distribution of Profits
Any and all net profits accruing to the Partnership shall be distributed according to equity stake within the partnership. Ownership shares: (1) Joshua Welsh 80% and (2) Stan Kravets 20%.
5. Books of Account
Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP). The books and records of the Venture will reflect all the Venture’s transactions and will be appropriate and adequate for the business conducted by the Venture. Joshua Welsh will select a designated bookkeeper.
The following individuals in the following positions will comprise the Partnerships management Management Team:
• Joshua Welsh, Managing Member
7. Responsibilities of the Parties:
(1) Joshua Welsh: Executive Operations Management
(2) Stan Kravets: Website development
Neither member is to engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with JLW Beauty. Conflict includes any engagement in any business activity which competes with JLW Beauty.
Business operation matters shall be decided Joshua Welsh.
9. Confidential Information
All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain.
Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.
All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise agreed upon between members.
In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed and delivered as of the date first written above.