INVESTOR FINANCING AGREEMENT
This
Agreement is made as of this date of the _______ of _______ in the year of _______,
by and between ____________________, an individual resident of ____________________
(hereinafter referred to as "Investor") and Wilturo Company,
(hereinafter referred to as "Wilturo"), which is owned by Kenneth
Steven Wilkins, Junior (hereinafter referred to as “Owner”) regarding an
investment of ____________ in consideration of acquiring the right to share in
the profit of sales operations by Wilturo which is an e-Tailer / Retailer.
1. Sales
operations will be conducted on http://www.ebay.com,
and http://losangeles.craigslist.org. Sales operations will also be conducted
throughout the
2. Period
of agreement: Duration of the agreement is 5
(five) years. This duration is
applicable unless it’s stated in any part of this agreement. Any change towards
the duration of the agreement should be done with a new agreement and
automatically this agreement is invalid.
3.
Repayment of Investment; Percentage Share of Profits: In consideration of the
Investor making that financial contribution called for in paragraph 4 hereof,
Wilturo shall pay or cause to be paid to the Investor the following:
(a) Repayment of Investment: Shall in any case the investor
want a reimbursement of the investment amount or terminate the contract before
this contract endures the first four quarters of its existence, Wilturo will
pay back the invested amount only in the form of a cashier’s check or money
order (Investor will specify which is preferable).
(b) Net Profit Participation: Ten Percent (10%) of total
invested amount quarterly, and Five Percent (5%) of Wilturo net profits
annually. The net profits participation of the Investor as described in this
sub-paragraph 3(b) shall continue so long as Wilturo is generating net profits
within the duration of the agreement.
4.
Investor's Monetary Contribution: The Investor shall deliver any one of the
following: cashier's check, money order in the minimum amount of
5. Budget:
It is intended that the direct cash cost budget of Wilturo be USD$15,000 or
less, inclusive of non-reimbursable overhead and pre-production expenses
incurred by Wilturo (the “Budget Cost”).
6.
Representations and Warranties: Wilturo hereby represents and warrants to the
Investor that:
(a) Powers and Authority: It is validly existing and in good
standing. It has the power and all necessary rights and title to enter into and
perform this Agreement and the transactions contemplated hereby or referred to
herein and have taken all necessary action to authorize the entry into and
performance of this Agreement and such transactions.
(b) Legal Validity: This Agreement constitutes a legal,
valid and binding obligation of the Wilturo Company.
(c) Non-Conflict With Laws: The entry into and performance
of this Agreement and the transactions contemplated hereby do not and will not
conflict with: (i) any existing law or regulation or any official or judicial
order, or (ii) any agreement or document to which it is a party or which is
binding upon it or any of its assets.
Without limiting the generality of the foregoing, the
Wilturo Company represents and warrants that there are not now any liens,
claims, encumbrances, legal proceedings, restrictions, agreements or
understandings which might conflict or interfere with, limit, detract from, or
be inconsistent with or otherwise affect any of the provisions of this
Agreement or any of the representations or warranties of the Wilturo Company.
(d) Consents: All authorizations, approvals, consents,
licenses, exemptions, filings, registrations, notarizations and other matters,
official or otherwise, required by Wilturo or advisable in connection with the
entry into, performance, validity and enforceability of this Agreement and the
transactions contemplated hereby Wilturo have been obtained or effected and are
in full force and effect (other than the registration of security interests to
be created pursuant hereto).
(e) Litigation: No litigation, arbitration or administrative
proceedings are threatened or, to its knowledge, pending which call into
questions the validity or performance of its obligations hereunder.
(f) Copy Documents: Each copy document delivered to the
Investor by or on behalf of Wilturo under or in connection with this Agreement
and/or any prior negotiation between Wilturo and the Investor constitutes a
true and complete copy of the document of which it purports to be a copy and
all facts, circumstances and other documents which might materially affect
their interpretation have been disclosed in writing to the Investor.
(g) Material Information: All information which might be
material to a person assuming the obligations and acquiring the rights assumed
and acquired by the Investor pursuant to this Agreement has been disclosed in
writing to the Investor and there are no facts or circumstances which might
make such information misleading or inaccurate.
(h) Survival: Wilturo's warranties, representations and
agreements are of the essence of this Agreement and shall survive the early
termination hereof. None of Wilturo’s warranties, representations or agreements
shall in any way be limited by reason of any investigation made by the Investor
or on behalf of the Investor regarding said warranties, representations or
agreements.
7.
Indemnification by the Wilturo Company: Wilturo shall, at its own expense,
indemnify, save and hold harmless the Investor and its successors, licensees,
assigns, agents, representatives and affiliates from and against any and all
claims, demands, causes of action, obligations, liability, loss, damage, cost
and expenses (including reasonable attorneys' fees), incurred or sustained by
reason of or arising out of any breach or alleged breach of any of the
warranties, representations or agreements herein made by Wilturo, or from any
reliance upon any such warranties, representations or agreements. If any person
or entity shall make any claim or institute any suit or proceeding alleging any
facts, which, if true, would constitute a breach by Wilturo, of any warranty,
representation or agreement herein made, Wilturo shall give prompt written
notice of same to the Investor and Wilturo shall undertake at its own cost and
expense the defense thereof and shall supply competent and experienced counsel
to defend any such suit or proceeding. The Investor may also engage his own
counsel in connection with any such suit or proceeding.
8.
Accounting and Reports by the Wilturo Company:
(a) Wilturo shall maintain complete books and records with
respect to the operation of Wilturo. Wilturo shall render to the Investor, on a
quarterly basis, a written statement of monies due to the Investor hereunder
("Investor Statement"), and such Investor Statement shall be
accompanied by remittance of any amount shown to be due to the Investor thereon
and thereafter. Investor Statements and payments shall be provided for as long
as Wilturo generates net profits within the duration of the agreement. If any
error is made by Wilturo in any Investor Statement, it may be corrected by
Wilturo within the next quarter thereafter by making any necessary deductions
or additions on subsequent Investor Statements, or at Wilturo's option by
rendering an Amended Investor Statement. Each Investor Statement shall be
rendered within ninety (90) days following the end of each accounting period.
Any Investor Statement rendered by Wilturo hereunder shall be deemed
conclusively true and correct and binding upon the Investor, shall constitute
an account stated and be incontestable unless the Investor delivers to Wilturo
in writing specific objections, setting forth specific transactions or items
objected to and the basis of such objections, within one (1) year from the date
of such Investor Statement. Any recovery by the Investor shall be limited to
those items specifically objected to in writing by the Investor within said one
(1) year period.
(b) No action, suit or proceeding arising out of this
Agreement or concerning the Investor Statement or other accounting rendered by Wilturo
hereunder or to the period of time to which such Investor Statement or
accounting relates may be maintained against Wilturo unless commenced within
one (1) year after the date such Investor Statement or accounting is received
by the Investor.
9.
Relationship of Parties: The Investor and Wilturo each acknowledge that they
are independent contractors and that no partnership, joint venture, agency or
employment relationship has or will be created by this Agreement.
10.
Business Opportunities: Each of the parties acknowledges that this Agreement
relates only to Wilturo and than none of the parties will in any way be
restricted from any other business activity.
11.
Additional Documents: Each of the parties agree to execute any additional
documents which may be required or be desirable to fully effectuate the
purposes and intent of this Agreement or to carry out the obligations of the
parties hereunder, provided that they are not inconsistent with the provisions
of this Agreement.
12.
Notices: All notices hereunder shall be in writing and shall be served by personal
delivery to the Investor or Wilturo, as the case may be, or by email. Wilturo
will be using the email address as follows:
Investor:
The Wilturo Company:
Kenneth Steven Wilkins, Jr.
wilturo.company@gmail.com
Any party
may change its address at any time by written notice to the other parties.
13.
Assignment: No party hereto shall have the right to assign all or any part of
its right or obligations hereunder without the prior consent of the other
party, except that nothing contained in this sentence shall prevent any party
from assigning its right to receive monies hereunder.
14.
Miscellaneous:
(a) This Agreement may not be modified except by written
agreement signed by each of the parties hereto.
(b) This Agreement shall in no event be construed as a third
party beneficiary contract and is not intended for the benefit of any person or
company whomsoever except the parties hereto.
(c) No waiver by one party of a breach or default by the
other party shall be deemed to be a waiver of any preceding, continuing or
succeeding breach of the same or any other provision of this Agreement.
(d) Each party acknowledges that no representation or
warranty not expressly set forth in this Agreement has been made or relied upon
by the other party, it being agreed that this Agreement constitutes the entire
Agreement of the parties regarding the subject matter hereof and supersedes all
prior Agreements with respect thereto.
(e) This Agreement has been entered into in the
15.
Attorneys' Fees: In any action or proceeding between or among the parties
hereto to interpret or enforce any of the provisions hereof, the prevailing
party shall, in addition to any other award of damages or other remedy, be
entitled to reasonable attorneys' fees and costs.
WHEREFORE,
the parties have executed this Agreement on the date first above written.
Investor:
The Wilturo
Company:
Kenneth
Steven Wilkins, Jr.