Strategic Partner Agreement

Strategic Partner Agreement

This frame work & non-disclosure agreement was drawn up between:

First Party:

Mr. Salem Al-Masrahi (Positive Vibes Company) – Saudi National – Email: salemgrp@gmail.com – Mobile Number: 966503844438

Second Party (Strategic Partner):

Introduction

Most business incubators provide conventional services, the most important of which is leasing shared office spaces, and we at Positive Vibes Company, in union and integration with Virtual Community Company, the sponsor of the (Inventure) periodic Meet-up for entrepreneurs and investors, offer shared office spaces with our own concept that we developed to provide many added values ​​and advantages to the occupant of the office space in any of our centers, which are explained in the terms of this electronic contract, as we wish to deduct a portion of the profits or income of the occupant (instead of leasing him office space Only) in return for these added values ​​and the many advantages that contribute to developing and enhancing what the occupant of the office space offers, and due to the desire of the second party to occupy an office space at our center, he accepted, while in full legal capacity, to work under all the terms of this electronic contract to acquire the status of a Strategic Partner, and Positive Vibes Company drafted this electronic contract to preserve the rights of the two parties who signed it electronically within the terms shown below: –

Article One:

The Second Party is aware that the above introduction to this agreement is the basis upon which all the following articles were built and has fully comprehended what is stated in the introduction before signing it electronically and obtaining his own copy via the email he entered.

Article Two: Limits of Legal Liability and Rights of the Parties

1- The Second Party shall commence his work within an office space specified for him by the First Party immediately upon signing this contract electronically.

2- The term of this conditional agreement is 15 months from the date of signing it, and the first three months are considered as trial period that determines either continuing for a full year (12 months renewable) after the expiry of the first three months or paying the minimum amount (45 thousand riyals) and canceling the contractual relationship directly without a notice period and the second party is given the option to waive his ownership share of 10% of his company to the first party instead of paying the aforementioned minimum amount in the event that the second party is unable to pay, and the first party accepts to enter into ownership so that the second party completes the remaining twelve months of this contract.

3- The basis of the contractual relationship between the two parties is to achieve a mutual interest and benefit, and accordingly the first party wishes to obtain the highest percentage of profits or income from the second party during the ninety-day trial period of this contract exceeding the amount of 45 thousand riyals and is rewarding (noting that the monthly rent outside the framework of this agreement amounts to 15 thousand riyals per month), and if this goal is achieved, the contractual relationship continues for an additional 12 months (one year renewable) provided that the profitable returns continue For the first party at the same level or more, noting that the minimum annual amount for extending this contract for an additional year exceeds 180 thousand riyals (12 months x 15 thousand riyals monthly rent)

4- The second party agreed to write (promissory note – Check) in favor of the first party in the amount of 45 thousand riyals deferred for three months and another in the amount of 180 thousand riyals deferred for a year after the expiry of the three-month trial period, and the second party will recover these (promissory note – Check)  in the event of payment

5- The second party shall be granted an official lease contract for his office space and shall bear the fees for issuing and documenting the contract with the Real Estate Authority

6- The second party pledges to use his office space within the framework of his specialization stated in his commercial license, and he represents himself and his activity stated in his commercial license and shall bear all consequences and ramifications if he practices an activity that violates the terms and laws followed by the official authorities

7- The second party shall bear any financial claims or legal disputes that may arise from his visiting clients dealing with him, and his presence within his office space does not mean that he has the right to speak on behalf of the first party or represent his activities without Written approval from the second party

8- The second party pledges to vacate the office space in the event that what is mentioned in paragraph 2 of the second clause is not achieved or any of the terms of the agreement is breached.

9- The union of the first party with Virtual Community Company with its distinguished services, its extensive relationship and its strong presence in the world of finance and business, as well as its centers and Inventure periodic Meet-ups opens the door for the second party to interact, benefit and take advantage of these features to be able to enhance its business and support its projects such as:

– Providing specific hours in the various meeting rooms

– Attending Inventure workshops and meet-up according to available seats

– Preparing the investment presentation (Pitch-deck) if desired

– Designing a professional landing page to introduce the services / products provided by the second party

– produce an attractive professional video in our Podcast studio

– Formulating and designing promotional content and publishing it through WhatsApp groups in  our virtual communities that include tens of thousands of potential customers as well as through social media platforms

– Providing consulting services in the fields of marketing and business when needed

Article Three: Definition of confidential information

According to what is known and practiced in terms of dealing with information classified as “confidential”, all information presented and discussed by the first party with the second party (in general and in detail) remains confidential Confidentiality between them and both parties undertake to maintain it and this also applies to information obtained by the second party with the intention of cooperation and the possibility of entering into a commercial relationship such as a partnership or any options that the two parties may discuss after signing this agreement electronically, whether in person or remotely or through intermediaries, in writing, orally or photographed or information embodied in electronic form related to prototypes or data of future or proposed services, knowledge, actual or expected research, development, services, operations, concepts, ideas and designs, customer lists, markets, sales and marketing, plans and copyrights, charts, computer programs, studies, ongoing business operations, confidential banking information, future business operations, pricing, strategies, financial statements, future business plans, confidential information disclosed by the first party to the second party and any other unregistered information of commercial or financial value.

Article Four: Commitment to Maintain Confidentiality

All types of data and information circulated between the two parties and referred to in the second clause are characterized by privacy and fall under “important and highly confidential” and are dealt with on this basis. It is not authorized to be circulated outside the borders of the parties signing this agreement or for purposes other than its purposes, as it is highly confidential and sensitive data and information in all its technical, financial and administrative aspects.

Article Five: Limits on the Use of Confidential Information

The two parties undertake to maintain the continuity of this agreement and adhere to the purpose for which this agreement was concluded, and they undertake to maintain the confidentiality of the information circulated between them strictly.

Article Six: Commitment to Non-Disclosure after Termination of the Agreement

In the event that this agreement is suspended for any reason and at any time upon the request of either party, the two parties undertake to continue to maintain the confidentiality of information and data and not to disclose them, and they undertake not to compete with each other during the validity of this agreement and even after its termination. In the event that an agreement or consensus is not reached on what is proposed, whether an idea, vision, direction, project or other proposals, the second party undertakes to deliver all papers and documents (paper or electronic) to the first party related to what was proposed (if any are in his possession).

Article Seven: Responsibility for breach of the agreement

Each party shall bear full responsibility for compensating for any damages that may occur if such disclosure is officially and documentedly proven in accordance with the controls and provisions of the competent authorities and legal references such as intellectual property rights and the like.

Article Eight: Dispute Resolution

In the event of any dispute, God forbid, that may arise from this agreement between the two parties, each of them shall seek to resolve it through the available amicable means in accordance with the principle of good faith, mutual trust and the principles of justice. If it is not possible to reach a solution satisfactory to both parties, the matter shall be referred to the Commercial Court in Riyadh – in the Kingdom of Saudi Arabia – to resolve the dispute.