THIS COOPERATION AGREEMENT (“Agreement”) is between World Netway Inc. (“WNI”), a California Corporation and the partner listed below. In consideration of the mutual promises set forth below, WNI and the partner (“parties”) agree as follows:
1. Name. The Cooperation shall be conducted under the name of the Domain/website listed below.
2. Day-To-Day Operation. The parties shall provide their best efforts on behalf of the Cooperation. No party shall receive a salary for services rendered to the Cooperation. WNI shall retain the rights to manage, direct, and control any external cooperations or actions related to the Cooperation.
3. Capital and Labor/Workforce Contribution. The capital contribution of each party to the Cooperation shall consist of the following: WNI shall provide domain acquisitions, registrations and renewals, and web hosting upfront costs and expenses. The partner shall provide skilled workforce for website design and implementation, maintenance, business operations, including on social media platforms such as Youtube, Facebook, Instagram, etc., and Cooperation related services.
4. Profit Sharing. The profit sharing of the Cooperation shall be divided according to the proportions listed below.
4.a The initial percentages of Cooperation Interest of each of the parties shall be as follows:
The partner: 30%.
4.b WNI shall determine and notify the partner the annual progressive percentages depending on partner’s performance and the Cooperation revenue and profit growth rates. The progressive percentages may change between 0% to 10% until the percentages of Cooperation Interest reach the maximum limits: the partner 49% and WNI 51%.
4.c Profit Distribution Frequency and Amount. After deducting fees, costs and expenses, profit distribution shall be on quarterly basis. If the quarterly profit does not reach a minimum amount of $US 100, it shall be rolled over to the next quarter.
5. Probationary Period. Probationary Period shall be three (3) months. WNI may, at its discretion, extend the Probationary Period. WNI will timely review the performance of the partner prior to the expiration of the probationary period. If the partner fails to pass the performance review, the partner will be considered as failing to meet Cooperation conditions during the Probationary Period, in which case WNI will be entitled to immediately terminate this Agreement, without liability to make any compensation to the partner. The partner will have no Cooperation Interest during the Probationary Period.
6. Term/Termination. This Agreement shall become effective upon execution by the Parties, and remain effective until either party provides termination notice. WNI shall retain the right to early terminate the Cooperation for any reason; in such case WNI shall provide the partner a thirty-(30)-day-notice.
7. Withdrawal/Death of the Partner. In the event the partner withdraws or retires from the Cooperation for any reason, including death, the partner shall be obligated to give sixty (60) days’ prior written notice of his/her/its intention to withdraw or retire.
8. The right to sell the Domain/Website. WNI shall retain the right to sell a domain/website or portfolio of multiple domains/websites including Cooperation related businesses. WNI shall be the sole authority in the selling process.
9. Vested Interest. If the Cooperation remains continuously for two (2) or more years, excluding the Probation Period, the Cooperation Interest of the partner is vested. Should the domain/website be sold after the partner is vested, the net worth of the domain/website shall be timely distributed to the parties according to their current proportionate share specified by the Agreement.
10. Portfolio of multiple websites. When a portfolio of multiple domains/websites is sold and the partner is vested, unless buyer specifies the price of each component, the average worth of the domain/website under the Cooperation will be calculated from the sold price of a portfolio divides by the number of domains/websites.
11. Business operations compliance. The partner agrees to comply with all applicable local and international laws, regulations, and rules, including those required by social media platforms related to business operations.
12. Intellectual Property Rights. WNI shall retain the Intellectual Property Rights of the Cooperation.
13. Confidential information and trade secrets. The partner agrees to protect Confidential information and trade secrets of the Cooperation and agrees not to disclose any such information to unauthorized persons or entities.
14. Non-Compete Agreement. The partner who retires or withdraws from the Cooperation shall not directly or indirectly engage in a business which is or which would be competitive with the existing Cooperation for a period of three (3) years.
15. Indemnification. The partner agrees, to the fullest extent permitted by applicable law, to indemnify, defend and hold harmless WNI, its Affiliates and their respective officers, directors and employees from, against and in respect of any Liability as a result of, or relative to, a Third Party Claim arising out of or in connection with the business, property or affairs of the Cooperation.
15. The Right to Amend the Agreement. WNI reserves the right to amend the Agreement without prior notice. In the event that any changes are made, the partner will be informed of the revised terms.
16. Disputes. This Agreement shall be governed by the laws of the State of California. Any disputes arising between the parties as a result of this Agreement shall be settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) at the AAA regional office in Los Angeles, California and judgment upon the award rendered may be entered in any court of competent jurisdiction in California.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date last written below.