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Joint Venture Contract (draft) (non reviewed or board approved) between {{PARTY1}} and {{PARTY2}} for one or more TSYS Group In Scope Components

Introduction

  • This contract is meant to be a public document and serve as a template showing the terms and conditions of a joint venture between two parties for the successful development of a TSYS Group In Scope Component.

  • This contract content is under the AGPL v3.0 only (excluding the party 2 details which will remain private and confidential).. Party 2 may elect to have the forked repository be public/read only as they wish. Party 1 hereby agrees to that option automatically upon Party 2 election todo so.

  • This repository is meant to be forked to a private, proprietary / confidential repository for execution (with the only permitted proprietary alterations being the party details, entity in scope, execution date). If any other modifications are needed, they must be done in this repository and placed under AGPL v3.0 only. This allows for transparency , pre-deal due-diligence and confidentiality of the involved development party.

  • Party 1 formal legal name is TBD but prior to disclosure can be considered as a fund/vehicle of Redwood Springs Capital Partners LLC , aka FUNDCO as a placeholder. Details remain to be worked out around legal / administrative / tax implications etc for the fund/vehicle being a joint development fund for all ventures or a fund per venture etc.Those details will have no material effect on the letter or spirit of this contract. They are the dotting of I and crossing of T inherent in creating a venture capital firm and it's funds/vehicles. The funds/vehicles will be purely for the purposes of asset segregation, liability scoping, administrative matters, licensing/ownership of IP, taxes, accounting and related purposes. They will make whatever investment in the component and then receive any returns or other outcomes that may occur. They are purely single purpose shell entities.

  • Party 1 name/names (the fund or funds) related to each component will be listed herein when finalized (by February 1st 2025). The fund name will serve as a link to the AGPL v3.0 licensed GIT repository with the fund agreement.

  • Party 2 can be any "person" (legal entity or individual) who can legally enter into a contract with a US entity (ie not subject to sanctions).

  • This contract is governed solely by Texas law.

  • All disputes are hereby auto resolved in the favor of PARTY1.

  • All rights to trial by jury, arbitration, relief of any kind are hereby waved by {{PARTY2}} (except in cases of clear civil or criminal acts by PARTY1 officers) (gross negligence) etc as is standard exception in the law..

  • {{PARTY2}} hereby certifies they have conducted extensive due diligence on {{PARTY1}} and the {{INSCOPEENTITY}} including any public material and private material that may have been provided by the officers of {{PARTY1}} and/or the officers of the {{INSCOPEENTITY}} and are entering into this agreement having fully read and understood it.

  • {{PARTY2}} may only enter into contract for a single in scope component listed herein as defined in the section "Parties to the contract" sub section "Entity that {{PARTY2}} is agreeing to develop"..

Parties to the contract

Party 1:

{{PARTY1}}

  • Full Legal Name of {{PARTY1}}:
  • Mailing/physical address of {{PARTY1}}:

Entity that {{PARTY2}} is agreeing to develop :

{{INSCOPEENTITY}}

Party 2:

{{PARTY2}}

  • Legal Name of {{PARTY2}}:
  • Mailing/physical address of {{PARTY2}}:

Timelines and length of deal

  • {{PARTY1}} expects {{PARTY2}} to begin sales / marketing / business development / software development / fundraising etc efforts forthwith.
  • {{PARTY1}} expects {{PARTY2}} to put in meaningful , diligent, ongoing, focused effort to generate revenue , free cash flow and profit.
  • A 180 calendar day period is hereby allotted for development and delivery efforts by {{PARTY2}} to occur from the date of execution of this contract. If at the end of 180 days any or all of the businesses aren’t delivered or well on the way to delivery, the deal is hereby terminated.
  • {{PARTY2}} is not required to provide any particular form / frequency of status updates during the period.
  • {{PARTY2}} may elect to provide status updates as they see fit.
  • {{PARTY2}} is welcome to utilize Known Element Enterprises Redmine instance if they wish to do so, The relevant project/roadmap for each organization is linked to in that organizations section. {{PARTY2}} is also welcome to use none at all. It's entirely up to {{PARTY2}} management discretion.
  • {{PARTY1}} will not provide any financial resources (beyond paying for domain registration and operating the current infrastructure). Any and all expenses are to be paid for by {{PARTY2}} as they will be receiving majority revenue , free cash flow or profit shar negotiated.

Responsibilities and context for {{PARTY1}}

  • {{PARTY1}} retains all operational control of hosting infrastructure (DNS/domain etc) (excluding compute/storage/network for customer data)
  • At the direction of {{PARTY1}} in their capacity as a manager of Known Element Enterprises LLC (aka KNEL) KNEL will enter into a definitive agreement with {{PARTY2}} and {{INSCOPEENTITY}} to provide core IT/business infrastructure services on the same footing as it provides them to other TSYS group components.

See template terms for the scope of services provided.

This support does NOT include :

  • compute
  • storage
  • bandwidth
  • connectivity

for customer workloads or data. That will need to be provided at {{PARTY2}} full expense , ownership and responsibility.

KNEL will work with {{PARTY2}} in a prompt , professional manner to facilitate secure , necessary connections and data flow between KNEL back end systems (such as API and payment gateways and other standard services and/or services otherwise negotiated) and {{PARTY2}} customer workload systems.

An exception to the provision of

  • compute
  • storage
  • bandwidth
  • connectivity

is granted for :

  • RackRental.net (the franchise at Richelle)
  • STL (the franchise at Richelle).
  • sol-calc.com micro service (and the TSYS front end franchise at sol-calc.com).

Any other franchises of:

  • RackRental
  • STL
  • sol-calc front ends

must provide their own:

  • compute
  • storage
  • network
  • (for RackRental and STL franchisees) rentable assets
  • (for non TSYS sol-calc micro service franchisees) frontend website

which would be an inherent requirement in in the franchise agreement, that the franchisees have capacity/assets to rent and would have built all that out at their own expense.

KNEL will provide franchisees use of the KNEL systems as a control/support plane (for rentals) and all franchisees must use KNEL systems exclusively.

  • RackRental.net Operating Company LLC will complete the development of RackRental middleware / backend (micro services). The code will remain proprietary to RackRental.net Operating Company LLC. It will be exposed as micro services for use by franchisees).

  • {{PARTY2}} , {{INSCOPEENTITY}} and Known Element Enterprises LLC will jointly complete the deployment, necessary custom development and configuration of signup, payment etc micro services for each in scope component as needed within 30 days of contract execution.

Responsibilities and context for {{PARTY2}}

  • {{PARTY2}} will retain all financial control (bank accounts/third party payment processors) of the business.

  • {{PARTY2}} will negotiate and execute a contract template terms for IT/business services within 5 calendar days of executing this contract with {{PARTY1}}.

  • {{PARTY2}} will have total control over the:

  • Business Plan

  • Funding / Fundraising

  • Website

  • Application

  • Customers

  • Partners

  • Vendors (as long as they don’t provide a service provided by KNEL) (or a negotiated exception is granted)

  • Employees

  • Contractors

  • Licensing of code

  • Terms of service

  • Pricing

  • Executive team

  • Series LLC members

  • Series LLC operating agreement (other than non override parts from the Turnkey Network Systems LLC operating agreement)

  • TSYS Group board committee for the series

  • etc

for the following businesses:

  • TeamRental.net

  • RackRental.net (non Richelle franchises) (close consultation / collaboration / code availability on any development done on the RackRental.net microservices)

  • STL (non Richelle franchises) close consultation / collaboration / code availability on any development done on the STL micro services)

  • YourDreamNameHere

  • MerchantsOfHope

  • Redwood Springs Capital Partners (excluding the TopHat Fund) (and any/all other funds that may emerge in the future related to fundraising for Suborbital Systems , HFNOC, HFNFC).

  • Ap4ap.org

  • sol-calc.com micro service (it will remain under its custom license)

  • {{PARTY2}} wants to be a leader, be in the driver seat, put their brand/stamp on everything.

  • {{PARTY2}} has a deep network of relevant personnel/talent , a deep contact network etc to increase the likelihood of success.

  • {{PARTY2}} understands that {{PARTY1}} has no real interest in these ancillary businesses but would like to retain a minority silent stake in exchange for providing the following contributions:

  • brand

  • KNEL back office

  • this contract

  • StartupStarterPackage

Shared Responsibilities and context for {{PARTY1}} and {{PARTY2}}

  • {{PARTY1}} and {{PARTY2}} will: tbd
  • {{PARTY1}} and {{PARTY2}} will: tbd
  • {{PARTY1}} and {{PARTY2}} will: tbd
  • {{PARTY1}} and {{PARTY2}} will: tbd

Organizations / Entities / Components of the TSYS Group not in scope of this contract

The following

  • organizations
  • entities
  • components

are not in any way / shape / form a part of this contract :

**

  • Turnkey Network Systems LLC (as a whole) (certain (super) series LLC of Turnkey Network Systems LLC are in scope as called out in this contract)
  • Reachable CEO Enterprises LLC
  • HFNOC (super series) LLC and all affiliated legal entities
  • HFNFC (super series) and all affiliated legal entities
  • Suborbital Systems Development Company LLC
  • Suborbital Systems (series) LLC
  • RackRental.net Operating Company LLC (except as a co-party to franchise agreements)
  • RackRental.net (series) LLC (except as a co-party to franchise agreements)
  • Wyble Family Office LLC
  • Asset holding , shell, licensing and other (super) series and/or stand alone legal entities providing non-operational functions for TSYS group **

No:

  • interest
  • influence
  • partnership
  • joint venture
  • any other relationship

is either implicitly or explicitly

  • implied
  • offered
  • extended

as part of this contract

If any of the listed

  • Organizations
  • Entities
  • Components

listed above wishes to have any relationship with any of the

Organizations Entities Components

listed in the section : "Organizations / Entities / Components of the TSYS Group in scope of this contract" , then a dedicated contract defining the relationship must be drawn up and approved by the members/board of both parties (as specified by the governing documents of each party).

None of the above entities have any privity created by this contract and are not in any way in scope (either by letter or spirit) of this contract.

Organizations / Entities / Components of the TSYS Group in scope of this contract

**

  • Americans For A Better Network INC (AFABN)

  • Side Door Group INC (SDG)

  • Side Door Solutions Group INC (SDSG)

  • The Campus Trading Company LLC

  • Redwood Springs Capital Partners LLC (RWSCP) (partial, see RWSCP section and referenced documents therein for details)

  • ThePeerNet.com LLC

  • MerchantsOfHope.org LLC

  • TeamRental.net LLC

  • YourDreamNameHere.com LLC

  • RackRental.net (non Richelle franchises)

  • Starting Line Productions (non Richelle franchises)

  • sol-calc.com LLC (partial, see sol-calc section and referenced documents therein for details)

  • AP4AP.org LLC **

Americans For A Better Network (AFABN) / Side Door (Solutions) Group (SDG) INC (TX non profit/intent to be 501c3/c4/(SUPER)PAC) (they are a package deal)

SDG/AFABN Executive Summary

  • (Super)PAC/501c4 as a service (SideDoorGroup)
  • Education 501c3 (AFABN)
  • Call to action/activism as a service (Side Door Solutions Group)

SDG/AFABN Details

SDG/AFABN Current Status of the organization

  • Entities created
  • Board committees established
  • Charters adopted

SDG/AFABN Projected level of development effort (non legally binding)

Redwood Springs Capital Partners (RWSCP) LLC

RWSCP Executive Summary

RWSCP is a ground up re-take on the venture capital model. It invests deeply in :

- hard/deep tech (b2b, b2c, b2g) (partnering deeply with STL)
- Gov tech (b2g) Usually in the hard/deep tech space but not exclusively) (partnering deeply with MerchantsOfHope)

- It is aggresively targeting the following distribution of outcomes:
	- 90% full success rate of 20x or more return 
	- 5% partial success rate of 5-10x or more return 
	- 5% rate of merger/aquisition/acquohire etc (soft landings) (sometimes the product or service is fantastic but the execution is problematic or culture has rotted)

	We do this through:
	- having a stadardized pitch package available online and licensed under AGPLv3 (in hopes other firms adopt our value creating/capital growth ways) 
	- an extremely proprietary, quantative and qualatative data driven pitch scoring and evaluation system.

RWSCP Details

RWSCP Current Status of the business

  • Management company is close to being fully formed
  • GP is being stood up
  • Funds are in the branding/design/formation phase,
  • LPs are being actively courted.

RWSCP Projected Level of development effort (non legally binding)

RWSCP Opening Offer of Distributions

Contract Party Distribution Percentage
{{PARTY1}} 10%
{{PARTY2}} 90%

AP4AP.org

AP4AP.org Executive Summary

Ap4ap is a ground up take on person to person connection.

  • Personal friendship connection
  • Personal romantic connection
  • Co-founder connection
  • Marketplace for products and services

It’s meant to grow organically. See: https://lobste.rs/about for the core inspiration of how we want Ap4ap to grow. We are putting our own twist on it with in person connection required and having meetups and offline activities be at the core.

A#P4AP.org Details

AP4AP.org Current status of the business

AP4AP.org Level of development effort

AP4AP.org Distributions

Contract Party Distribution Percentage
{{PARTY1}} 10%
{{PARTY2}} 90%

MerchantsOfHope.org

MerchantsOfHope.org Pitch

  • MerchantsOfHope.org Executive Summary

  • Idea is to have a freelance platform that isn’t horrible like upwork etc has become) (would cross/up sell TeamRental/YDN).

  • Joint venture with DevWranglers

  • MerchantsOfHope.org Details

MerchantsOfHope.org Current status of the business

  • Main site: Nothing more than a domain/out of box configured WordPress install.
  • MSP system: Deployed it-flow.
  • Agency admin system: In process of deploying ... .

MerchantsOfHope.org Level of development effort

MerchantsOfHope.org Distribution proposal

Contract Party Distribution Percentage
{{PARTY1}}
{{PARTY2}}

Sol-Calc.com

Sol-Calc.com Pitch

  • Sol-Calc.com Executive Summary

    • For sol-calc, the core micro service is GPLv3. You would have complete control over the branding / pricing etc of the SAAS front end (which is how most people would use it. So few would self host and they wouldn’t have paid anyway). This allows for the community to provide feedback on the algorithm. Could someone take it and launch a competing service ? Sure. Will they? Doubtful. Branding is a thing.

    • sol-calc.com (solar calculator I’ve been building as I am doing a custom design / ground mount of 5kw of panels. Very early microservice development underway.

  • Sol-Calc.com Details

Sol-Calc.com Current status of the business

Sol-Calc.com Level of development effort

Sol-Calc.com Distributions

Contract Party Distribution Percentage
{{PARTY1}} 1%
{{PARTY2}} 99%

StartingLineProductions.com

StartingLineProductions.com Pitch

  • StartingLineProductions.com Executive Summary

StartingLineProductions.com (electronics lab / dirty and clean fabrication / kitchen / meeting room rental). 99% built out. A private, invite only maker space / RF / PCB fabrication workshop. Very well equipped. Soup to nuts small (consumer)(electronics) product prototyping/fabrication and network certification study lab.

StartingLineProductions.com Current status of the business

Physical build out is almost complete. We’ve had alpha / beta customers and paying customers. Product market fit found.

StartingLineProductions.com Level of development effort

Low to Moderate.

Can utilize the bookme plugin and some web hooks to KNEL services for provisioning access etc.

Distributions

Contract Party Distribution Percentage
{{PARTY1}}
{{PARTY2}}

TeamRental.net

TeamRental.net Pitch

TeamRental.net Current status of the business

TeamRental.net Level of development effort

  • Business description/idea/model: A SAAS play. An implementation of the overall TSYS backend stack as turn key server / software stack:

    • VPS (netcup)
    • cloudron,coolify (pre configured to connect to cloudron), cosmos
    • Backblaze backups.

  • Costs/sale price/margins etc:

    • Cost would be 66.00 (presuming 1tb of backup).
    • MSRP of 120.00 per month.

The stack is pretty well developed/deployed/tested. Product/market fit has been found.

  • Level of development effort:

Should be very straightforward to build out using the KNEL micro services.

TeamRental.net Distributions

Contract Party Distribution Percentage
{{PARTY1}}
{{PARTY2}}

ThePeerNet.com

ThePeerNet.com Pitch

= ThePeerNet.com Executive Summary

= ThePeerNet.com Details

  • Please see the : WIP Biz/Ops/Product plan
  • Core operating costs are low (the domain name). KNEL absorbs the hosting costs as part of it's service delivery budget.
  • Content production / acquisition / development costs can be high.

A podcast network as a service. Also the media/broadcast division of TSYS Group.

ThePeerNet.com Current status of the business

  • Five podcast episodes created for the initial show of the podcast network.
  • ReachableCEO is streaming and creating lots of content for turning into free / paid tiers for The ReachableCEO show.

ThePeerNet.com Level of (custom) development effort

Very low.

  • Umbrel handles value 4 value.
  • Castopod handles the podcast creation.
  • KNEL hosts the downloads and ancillary services (open streaming platform, craig , ad server etc).

ThePeerNet.com Distributions

Contract Party Distribution Percentage
{{PARTY1}}
{{PARTY2}}

YourDreamNameHere.com

YourDreamNameHere.com Pitch

  • YourDreamNameHere.com Executive Summary

YourDreamNameHere (a business in a box to automate domain/social and back office provisioning) (would cross / up sell TeamRental.net as one of the vendor choices). Otherwise monthly affiliate revenue from SAAS vendors (quickbooks, office or gmail, etc) and a setup fee (I recommend two months of SAAS affiliate revenue as the setup fee). It’s nothing more than a domain and an idea. Should be very straightforward to build out using the KNEL micro services and a low code / no code platform (we have a few available and can spin them up if desired),

YourDreamNameHere.com Current status of the business

YourDreamNameHere.com Level of development effort

YourDreamNameHere.com Distributions

Contract Party Distribution Percentage
{{PARTY1}}
{{PARTY2}}