Cooperation Agreement
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%.
WNI:
70%
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.
4.d
The partner is required to open a PayPal account. The
profit distribution shall be done via PayPal.
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.