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.
operations will be conducted on http://www.ebay.com,
and http://losangeles.craigslist.org. Sales operations will also be conducted
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.
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:
The Wilturo Company:
Kenneth Steven Wilkins, Jr.
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.
(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.
The Wilturo Company:
Kenneth Steven Wilkins, Jr.