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and
Further, this agreement represents a business license provided by A Better Second Half, LLC, a
Whereas...
Pertaining to the project known herein as the PLAGO Fun Activity Finder application and
business system (hereinafter “Project”), for mutual consideration, regarding the personal loan
referenced herein, each party hereto agrees to the following:
1
year, whereupon Promisor agrees to repay the entire _______________ ($__,____.00)
interest-free personal loan, and shall enter into an identical consulting services
agreement for the second year, agreeing to pay an additional seven hundred fifty
dollars ($750.00) for this period. This amount shall be the entire amount of consulting
service fees paid for this second calendar year.
8. If after the second year, Promisor is unable to repay the loans and fees as specified
herein, Promisee agrees to accept the status of Project, forgiving Promisor the entire
amounts due while retaining any converted member shares the Area Directorship.
And whereas...
Pertaining to this same Project, for mutual consideration, regarding the business license
referenced herein, each party hereto agrees to the following:
2. Host that are assigned or recruited, are required to register as such in order to offer
fun activities. They do so through the application and offer activities by posting them
on PLAGO. As their Director Licensee is authorized herewith to provide them with
support they may need to successfully create, post and host the activities they would
like to host. Licensor authorizes Licensee to provide support elements provide:
b. Technical support
c. Promotional help
3. Licensor will provide Licensee with authorization to utilize its PLAGO application,
support tools, collateral materials, branding elements and customer service systems.
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5. This license does not entitle Licensee to any components, subscriptions (e.g., VIP
Hosting, VIP User, VIP Event, etc.), commissions, discounts or percentage awards unless
they are specifically agreed to in writing herein.
6. Licensee is entitled to all the benefits of being a host in addition to those provided by
Licensor with regard to the license elements specified herein.
7. Licensee agrees that Licensor shall have full discretion to determine the transaction fee
percentages and sponsorship fees that Hosts and Sponsors pay, and agrees that any
and all additional and/or future pricing shall be at the sole discretion of Licensor.
8. In the event that any Host that has been assigned or recruited to, or by the Licensee
purchases a Directorship License from Licensor, that Host shall be released from all
attachments to Licensee, with the following exception; A one-time “thank you” fee paid
by Licensor to Licensee amounting to 10% (ten percent) of the single/initial (not
subscription) fee paid by such a Host to become a Director.
9. This license entitles Licensee to 50% (fifty percent) of net collected transaction fees for
successful paid activities provided by Licensee’s Hosts both recruited and assigned by
Licensor. BETA PHASE NOTE: As the project is still in development, the actual
transactional and flow of funds model is yet to be finalized.
10. This license further entitles Licensee to 20% (twenty percent) of net collected
sponsorship fees paid by those businesses and organizations that purchase
sponsorships, either as purely promotional messages or as hosted activities by same.
11. Licensee agrees to Licensor’s stipulations regarding methods and processes of payment
for transactions and sponsorships, with general, though not inclusive, reference to
ecommerce payment systems within the application as the sole payment processes.
12. This license further entitles Licensee to additional “rewards” as specified in the
appendices attached to this agreement.
Confidentiality. Licensee agrees to hold all of Licensor’s business systems, processes, technical
systems, coded applications, business plans, data, contacts, hardware systems,
correspondence, proprietary and trademarked materials, strategic and tactical plans and
administrative documents in complete confidence and to not communicate same to any other
party or legal entity without the express written consent of Licensor.
Intellectual Property and Business Systems. Licensor warrants that it has complete ownership,
without encumbrance, of all the intellectual property and business systems being licensed to
Licensee, and shall be obligated to inform Licensee in the event that there is a change thereto.
Non-Compete. Should this license be terminated by either party, for cause or not for cause,
Licensee shall refrain from developing a competitive business, or establishing a contractual or
employment relationship with a business or organization offering the same products and
services as Licensor.
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Termination of Business License. Either party to this agreement may terminate the License,
without cause, with 30 days written notice, and on the part of the Licensor, for cause, with 3
days business notice, after one probationary warning that lasts for not less than one week, at
the discretion of Licensor. Termination of Business License shall have no impact or adjustment
of the personal loan arrangements provided in this agreement.
Disputes. Both parties to this agreement agree to abide by the Terms of Service and other
Policies publicly provided to participants (Users, Hosts and Directors – Licensees) and digitally
agreed to within all of Projects applications, websites and social media agreements. Both
parties agree that additional disputes that fall outside the parameters of these Policies are to
be mediated by a mutually acceptable and reputable third-party mediation service.
Both parties further agree to indemnify and hold each other harmless against any liabilities,
judgments or claims resulting from implementation of the technology, relationships, business
accounts, activities and management/leadership decisions associated with Project.
Promisor is entitled to pay the loan and consulting services fees early without penalty, having
no material effect on the conversion option specified herein.
Promisor warrants that it is not marketing securities and makes memberships available solely
as a gifting gesture to Promisee, the one dollar of remaining debt being used solely for
administration of the optional conversion.
In the event of a dispute, both parties agree to enter into binding mediation through a mutually
acceptable third party, without the involvement of attorneys.
This personal loan is unsecured and is not collateralized by any assets held either by the
company or its officers or other members.
This is the entire agreement between the parties and supersedes any prior written or verbal
agreements, implied or otherwise.
We, the undersigned to herewith enter into this arrangement on this, the ______ day of
___________________________, 2019.
For Promisor/Licensor:
For Promisee/Licensee:
Witness: _________________________
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APPENDIX A: Consulting Services Outline
A Project like this requires a great deal of expertise and creative input. As such, Promisor asks
Promisee to provide consulting counsel and professional services in the form or feedback,
reports, or direct services in his or her area of professional expertise (e.g., business
administration, sales, marketing, technical, media, data, etc.).
Promisee is asked, but not obligated, to provide not more than 5 hours of said services at a rate
of one hundred fifty dollars ($150.00) per hour during the course of Project’s first calendar year
of full operation.
Promisee is entitled to convert his or her personal loan on the repayment date to an option to
purchase private equity from Promisor in lieu of, as a replaced alternative to repayment of the
personal loan. Promisee agrees to pay $1.00 one dollar to administrate this gift transaction.
Licensor agrees to provide Licensee with these additional rewards as they become available for
his or her participation in the Project, largely based on the “level” of Directorship license that is
being purchased, including: