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Mallee, Backup
Partnership Agreement 2
Reff
Term
1
01
Name and Businesses: The parties hereby form a partnership under the name of OneByOne Logistical Pty Ltd and Crowtech Pty Ltd to conduct the business of “Develop Mallee and Integrate with Logistical”.
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02
Formation of Partnership: The Partners hereby agree to form a partnership (Limited Liability Partnership) to engage in the business of developing and integrating of Mallee with Logistical to improve efficiency, inclusivity, and innovation within organizations. The Partnership shall commence on [DATE] and shall continue until terminated in accordance with the terms of this Agreement.
3
03
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 his/her 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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04
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.
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05
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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06
Interests: 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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07
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.
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08
Books: 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 X day of MONTH and ending on the X day of MONTH, 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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09
Management duties & Restrictions: The partners shall have equal rights in the management of the partnership business, and each partner shall devote his/her 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.
10
OneByOne Logistical 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.
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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 quality of the contributions.
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10
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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11
Arbitration: Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
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Adam’s additional comments :
IP Component :
a.) The Mallee framework : This is a set of services and configurations that are defined by their private code base. This property is currently stored in a private github repository currently owned by Crowtech. These services are integrated with major OpenSource services such as Kafka, Redis, etc, to provide a clusterable hosting system. This framework is capable of being used by other services (such as the Mallee Product, and the Logistical product, and many others).
b.) 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 UX and branding.
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c.) 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.
(The costs in setting this up in Melbourne are not much, even a shelf company would do).
d.) This legal entity would require a licencing agreement set up for both One By One Logistical and Crowtech to be permitted to use the framework
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e.) The Mallee product , in preparing for launch, would require a trading entity. Likely we would create an incorporated company called Mallee when that time arrives.
f.) Andrew and I would be the two board members.
g.) As part of developing the Mallee framework, OneByOne has contributed staff hours, expertise, and hosting. Crowtech has contributed staff hours, expertise, and hosting. This (in my opinion) has been working well. The spirit of the current agreement is that I assist Logistical in any way I can, and if the opportunity arises, there may be an income stream that I can tap into. This income stream will assist in funding my contribution to Mallee.
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End of agreement terms
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Authority: 2
Name
Partner 1
Partner 2
1
Company Name
OneByOne Logistical
Crowtech Pty Ltd
2
Address
Level 2, 525 Collins Street
Melbourne, VIC, 3000, Australia
2 Mavron Street Ashwood, VIC, 3147 Australia
3
Signature
4
Printed Name
Gina Faradilla
Adam Crow
5
Title
Finance Executive
Executive Chairman
6
Date
7
End of Document
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