Terms – Introduction of additional equity partner(s) –

Terms and Condition

 

This Agreement, entered into on the date
first is made as of ____/___/______ and between Umar Farooq (FOUNDER
A), whose position shall be “Board of Director, CEO and CTO” and Mishkin
Bolbolan whose position shall be “Board of Director” governs the
relationship between the Founders, doing business as “School Pakistan” (the “School Pakistan”) which is to be registered
as a “Private Limited” company in Pakistan. The Company’s principal office
address will initially be “Jinnah Town Quetta”, which principal office address
is subject to change by mutual consent of the Founders. The goal of the
agreement is to have an open and honest discussion of the attitudes, fears, and
aspirations of, as well as the arrangements among the individuals involved with
the startup in the hopes of minimizing the likelihood of debilitating surprises
later in the life of the company.

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1.   
Business

1.1         The
Founders have created the Company for the sole purpose of School Management
System and Enterprise Resource Planning system which helps schools to manage
their inventory, accounts and student information management.

1.2         Products
and Revenue Model

–         
School
Management System and Enterprise Resource Planning

–         
School
Management Mobile Apps

–         
School
custom App development

–         
School custom
modules and reports

–         
School
Premium Website Design

–         
SMS
Branding

–         
Email
Marketing

–         
Local
SEO Services + Google Places

–         
Social
Media Management

1.3         All
the products and services, which will be launched under company “School Pakistan” in future, will fall under
same company and profit margin will be distributed according to Founders
shares.

 

2.   
Bank Account

2.1         The
Founders hereby agree to set up a bank account as soon as practicable in the
name of the Company, into which all capital contributions shall be deposited.

 

3.   
Validity of Agreement

3.1         Any
of the following events will invalidate the current agreement and require a new
agreement to which both Founders must consent:

–         
Introduction
of additional equity partner(s)

–         
Change
of business entity type

–         
Reaching
a total, cumulative capital infusion of PKR 1,000,000/=

3.2         Agreement
can also be terminated by mutual consent of the Founders.

 

 

 

 

4.   
Agreement Procedures

4.1         As
Investment is made on 22 August 2017 by Founder B. Founder A has make sure that
the final product will be launched on 1st November 2017.

4.2         1st
November 2017 launch, company products will be demonstrated to different
schools and will allow schools to use products as demo version for at least 2
months.

4.4         Founder
A is bound to utilize the funds properly and take fully responsibility that the
investment amount will be spend only for company expenses like hosting and server
rent, staff salaries and office expenses. If Founder B has found any misused of
payments! Founder B has complete right to take legal actions.

4.5         Founder
A has agreed that Founder B investment will be paid within 6 to 8 month of time
period after the final product launch. Until then the profit margin will not be
distributed among the Founders except office expenses and staff salaries. After
that, Profit will be distributed equally among the Founders according to their
shares and, if needed, profit will be further invested in the firm for further
growth of the company.

 

5.   
Ownership, Valuation and Equity Split

5.1         The
Founders hereby agree to divide shares of “School
Pakistan” as follows, resulting in a total current valuation of 3,000,000/= PKR

 Person

 Founder

 In terms of

Stock
shares

Percentage

 Umar Farooq

 Founder A

Idea, product development and execution

2,000,000/=

70%

 Mishkin Bolbolan

 Founder B

Investment

1,000,000/=

30%

5.2         Upon
formation of the Company, each Founder shall be elected by the Company to serve
as a Board of Director and as an Officer of the Company.

5.3         If
company needs more financial capital or third party offer to invests and wants
to bring more value in the company. The Company from any party, including a
Founder, has to issue equity securities or rights convertible into the company’s
equity to any party. The Founders understand that they would likely be required
to submit their equity interests in the Company to vesting and other
restrictions in such event, to assign all Business IP to the Company, and to
submit to other employment-related covenants.

5.4         Sale
of the Company to an interested third party shall take place if the sale is
authorized by the board of directors and a majority of the outstanding shares,
and otherwise in conformity with all applicable state and federal laws.

 

6.   
Profit / Loss

6.1         In
case of project fails or any misshapen, Founder A is bound to pay total
investment amount of 1,000,000/- PKR to Founder B within 3 months of time
period. Founder A will sell the company, assets, Business IP like source code;
domain or any of the company products. Founder B should be paid out 100%.

 

 

7.   
Decisions making and operating

7.1         Decisions
making, actions and voting procedures such as hiring/firing employees or buying
equipment align with the distribution of shares and value of the venture.

7.2         Each
Founder hereto intends that this Agreement shall not benefit or create any
right or cause of action in or on behalf of any person other than the Founders
hereto, except as explicitly provided otherwise herein.

 

8.   
Resignation and Removal of Founders

8.1         In
the event that the Founders do not wish to continue, Founders are restricted to
sell all of their shares to majority shareholders within the company, as all
Founders are major stockholders in the company. If any of the shareholder is
not willing to buy! The Founder has to ask for written permission to sell his
shares to whoever they want to outside the company.

8.2         Any
Founder may resign from partnership in the Company for any reason or no reason
at all by giving written notice to the other Founders.

8.3         A
majority of Founders may remove a Founder from the partnership at any time, for
legal reason, by giving written notice to such Founder. Upon a Founder’s
resignation or removal, the Company will continue and will not dissolve, so
long as at least one Founder remains as a member of the Company. The Company
will pay out to the resigning or removed Founder his positive capital account
balance (if any) within 60 days of resignation, either in cash or with an
unsecured note payable within 2 years and bearing interest at 30% per year.

8.4         If
only one Founder remains a partner of the Company at any time, then the Company
shall continue as a sole proprietorship of the remaining Founder until he
resigns, without affecting any rights due to any Founder or former Founder
under this Agreement.

8.5         If
no Founder remains as a partner of the Company at any point in time, then the
Company will dissolve, and this Agreement will terminate immediately upon
completion of the winding up of the Company and distribution of its assets and liabilities
in accordance with this Agreement.

 

9.   
Assignment of Intellectual Property

9.1         To
the extent that Founder jointly or solely conceives, develops or reduces to
practice any new inventions, original works of authorship, developments,
concepts, know-how, improvements or trade secrets, whether or not patentable or
registrable under copyright or similar laws or other intellectual property
which would be deemed to be Confidential Information of the Company
(collectively, “Intellectual Property”) which clearly relates to the Company’s
business or technology and has been created by the Founder solely in the course
of the performance of Services such as in correspondence, e-mails, meetings or
meetings relating to the Company, Founder hereby acknowledges that it is “work
made for hire” for the benefit of the Company and hereby assigns all rights,
titles and interest to such Intellectual Property to the Company.

 

10.
Tax Matters

10.1       Taxation
Procedures – The company taxes will be paid from the income. Founder A will be
the primary point of contact for any tax issues or inquiries.

10.2       The
company will not take any responsibility for Founders personal financials,
income tax or other tax matters, bills and legal liabilities.

 

11.
Confidentiality, Representation and Warranties

11.1       Each
Founder represents and warrants that he or she is not a party to any other
agreement that would restrict such Founder’s ability to perform its obligations
as set forth in this “Agreement”. Each Founder represents and warrants that no
third party can claim any rights to any intellectual property or other
proprietary right possessed by that Founder as it relates to the Business and Technology.

11.2       The
Founders agree to keep all non-public information relating to the Business,
including but not limited to Business IP, strictly confidential and not to
disclose it to any other party, except (i) to attorneys and advisors who need
to know in connection with performing their duties, (ii) to potential business
development partners and/or investors approved by the Company in writing, and who
are bound by a confidentiality agreement in writing, and (iii) in response to
an inquiry from a legal or regulatory authority.

 

12.
Business Related Intellectual Property

12.1.     “Business
IP” means: (a) contributions and inventions, discoveries, creations,
developments, improvements, works of authorship and ideas (whether or not
protectable under patent, copyright, or other legal theory) of any kind that
are conceived, created, developed or reduced to practice by any Founder, alone
or with others, while such Founder is a member of, or provides services to, the
Company, regardless of whether they are conceived or made during regular
working hours or at the Company’s place of work, that are directly or
indirectly related to the Business, result from tasks assigned to a Founder by
the Company, or are conceived or made with the use of the Company’s resources,
facilities or materials; and (b) any and all patents, patent applications,
copyrights, trade secrets, trademarks (whether or not registered), domain names
and other intellectual property rights, worldwide, with respect to any of the
foregoing; provided that, the term “Business IP” does not include any
inventions developed by a Founder entirely on such Founder’s own time, without
using any Company equipment, supplies, facilities or trade secret information,
unless the invention related to the Business at the time of the invention’s
conception or reduction to practice.

12.2.     ASSIGNMENT
OF BUSINESS IP: Each Founder hereby irrevocably assigns to the Company all
right, title, and interest in and to all Business IP owned by such Founder.
Each Founder agrees (i) to assist the Company from time to time with signing
and filing any written documents of assignment that are necessary or expedient
to evidence such Founder’s irrevocable assignment of Business IP to the
Company; and (ii) to assist the Company in applying for, maintaining, and filing
any renewals with respect to Business IP anywhere in the world, in each case at
the Company’s expense.

13.
Governing Law

13.1       This
Agreement and actions taken hereunder shall be governed by, and construed in
accordance with the laws of the Government of Pakistan applied without regard
to conflict of law principles.

14.
Death or Incapacitation

14.1       In
the event that a partner dies or is otherwise legally incapacitated, the equity
stake (and all rights associated thereof) of the deceased/incapacitated partner
shall transfer to his estate/beneficiary immediately.

 

15.
Nondisclosure of Confidential Information.

15.1       Agreement
Not to Disclose. Both Founders agrees not to use any Confidential Information (as
defined below) disclosed to Founder by the Company for Founder’s own use or for
any purpose other than to carry out discussions concerning, and the undertaking
of, the Services. Founder agrees to take all reasonable measures to protect the
secrecy of and avoid disclosure or use of Confidential Information of the
Company in order to prevent it from falling into the public domain or the
possession of persons other than agents of the Company or persons to whom the
Company consents to such disclosure. Upon request by the Company, any materials
or documents that have been furnished by the Company to Founder in connection
with the Services shall be promptly returned by Founder to the Company.

15.2       Definition
of Confidential Information. “Confidential Information” means any information,
technical data or know-how (whether disclosed before or after the date of this
Agreement), including, but not limited to, information relating to business &
product or service plans, financial projections, customer lists, business
forecasts, sales & merchandising, human resources, patents, patent
applications, computer object or source code, research, inventions, processes,
designs, drawings, engineering, marketing or finance to be confidential or
proprietary or which information would, under the circumstances, appear to a
reasonable person to be confidential or proprietary. Confidential Information
doesn’t include information, technical data or know-how that:  (i) is in the possession of Founder at the
time of disclosure, as shown by Founder’s files & records immediately prior
to the time of disclosure; or (ii) becomes part of the public knowledge or
literature, not as a direct or indirect result of any improper inaction or
action of Founder. Notwithstanding the foregoing, Founder may disclose
Confidential Information with the prior written approval of the Company or
pursuant to the order or requirement of a court, administrative agency or other
governmental body.

 

16.
Term and Termination.

16.1       The
term of this Agreement shall continue until terminated by either party for any
reason upon five (60) days prior written notice without further obligation or
liability.

 

By signing below, each Founder indicates acceptance of the terms of
this Agreement in their entirety as of the date first written above, & represents
and warrants to the Company & each other Founder that he has fully read &
understood this Agreement, & that to each Founder’s knowledge, no law or
third-party obligation would prevent each such Founder from entering into and performing
this Agreement in full. For the convenience of the parties, this Agreement may
be executed electronically and in counterparts. Each counterpart shall be
binding, and all of them shall constitute one and the same instrument.

The undersigned have executed this Agreement as of ___/____/_____

 

Founder A                                                                  Founder
B

Name:                   _____________________                        Name:                   _____________________

Passport:             _____________________                        Passport:             _____________________

Signature:            _____________________                        Signature:            _____________________