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Mallee Agreement
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Partnership Agreement: Mallee
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Term
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Partnership Model: The parties hereby form a partnership under the name of OneByOne Logistical Pty Ltd and Crowtech Pty Ltd to build, own and conduct the business of Mallee, between OneByOne Logistical Pty Ltd and Crowtech Pty Ltd. The Partners hereby agree to form a partnership (Limited Liability Partnership) to engage in the business of development of the Mallee platform to improve efficiency, inclusivity, and innovation within organisations. The Partnership shall commence on the date signed below, and shall continue until terminated in accordance with the terms of this Agreement.
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Value Creation: As part of developing the Mallee framework, each party has contributed staff hours, expertise and hosting equally, and has resulted in precisely equal value. The partnership agreement stipulates that contributions from OneByOne Logistical Pty Ltd and Crowtech Pty Ltd resources are equally valued and will result in a 50/50 or equal value split between the two entities. This means that each contribution will be treated equally in terms of its impact on the overall value of the partnership, regardless of the hours, expertise, or perceived quality of the contributions.
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Intellectual Property: The Mallee framework is a set of services and configurations that are defined by their private code base. This property is owned by the partnership and is currently stored in a private GitHub repository. These services are integrated with Opensource services such as Kafka, Redis, to provide a cluster able hosting system. This framework will be used by the Mallee Product, or other external clients as agreed by the Mallee Partners. This is an End product that utilises the Mallee framework to provide a Q&A intelligence service to end users. It has it's own user experience and branding. OneByOne Logistical Pty Ltd, in conjunction with Crowtech Pty Ltd, is granted a license to utilise the Mallee IP contained within the Mallee GitHub repository.
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Trading Entity: The Mallee product, in preparing for launch, would require a trading entity. We would create an incorporated company called Mallee with initial board members appointed by the two partner businesses. A legal entity, established through shareholding would hold the Intellectual property, but not trade. It would have an initial 50%/ 50% ownership between OneByOne Logistical Pty Ltd and Crowtech Pty Ltd.
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Capital: The capital of the partnership shall be contributed in cash by the partners as follows: A separate capital account shall be maintained for each partner. Neither partner shall withdraw any part of their capital account. Upon the demand of either partner, the capital accounts of the partners shall be maintained at all times in the proportions in which the partners share in the profits and losses of the partnership.
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Profit and Loss Sharing: The net profits of the partnership shall be divided equally between the partners and the net losses shall be borne equally by them. A separate income account shall be maintained for each partner. Partnership profits and losses shall be charged or credited to the separate income account of each partner. If a partner has no credit balance in his income account, losses shall be charged to his/her capital account. No interest shall be paid on the initial contributions to the capital of the partnership or on any subsequent contributions of capital.
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Salaries and Drawings: Neither partner shall receive any salary for services rendered to the partnership. Each partner may, from time to time, withdraw the credit balance in his/her income account.
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Banking: All funds of the partnership shall be deposited in its name in such checking account or accounts as shall be designated by the partners. All withdrawals therefrom are to be made upon checks signed by either partner. The partnership books shall be maintained at the principal office of the partnership, and each partner shall at all times have access thereto. The books shall be kept on a fiscal year basis, commencing on the 1st day of July for the financial year, and shall be closed and balanced at the end of each fiscal year. An audit shall be made as of the closing date.
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Management duties & Restrictions: The partners shall have equal rights in the management of the partnership business, and each partner shall devote their entire time to the conduct of the business. Without the consent of the other partner neither partner shall on behalf of the partnership borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property for or of the partnership other than the type of property bought and sold in the regular course of its business.
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Team Composition: OneByOne Logistical Pty Ltd and Crowtech Pty Ltd are the exclusive entities with the authority to design, update, build, and deploy the system, acknowledging it as a shared investment that cannot be reused or commercially exploited without mutual consent, and ensuring equal benefit for both partners. No other contributors will participate or contribute without written authority by both parties.
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Voluntary Termination: The partnership may be dissolved at any time by agreement of the partners, in which event the partners shall proceed with reasonable promptness to liquidate the business of the partnership. The partnership name shall be sold with the other assets of the business. The assets of the partnership business shall be used and distributed in the following order: (a) to pay or provide for the payment of all partnership liabilities and liquidating expenses and obligations;(b) to equalize the income accounts of the partners; (c) to discharge the balance of the income accounts of the partners; (d) to equalize the capital accounts of the partners; and (e) to discharge the balance of the capital accounts of the partners.
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End of agreement terms
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Authority:
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Name
Partner 1
Partner 2
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Company Name
OneByOne Logistical Pty Ltd
Crowtech Pty Ltd
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Address
Level 2, 525 Collins Street Melbourne, VIC, 3000, Australia
2 Mavron Street Ashwood, VIC, 3147 Australia
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Signature
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Printed Name
Anthony Sarnes
Adam Crow
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Title
Managing Director
Executive Chairman
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Date
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End of Document
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