TSYSGroupBOD/TSYSGroup-JointVentureProposal
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TSYSGroup-JointVentureProposal/Introduction.md

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Introduction

  • This contract is a public document showing the full terms and conditions of a joint venture between two parties for the successful development of a TSYS Group In Scope Component.

  • This contract is licensed under the AGPL v3.0 only, with a small amount of proprietary components.. This repository is meant to be forked to a private, proprietary / confidential repository for execution with the only permitted proprietary alterations being:

    • PARTY2 name/contact details
    • PARTY1 contact details
    • Entity in scope
    • Execution date
    • distribution percentage details

  • If any other modifications to this contract are needed (other than those listed above), 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 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, as long as PARTY1 contact details are redacted..

  • Party 1 formal legal name is TBD but prior to inclusion below, it 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 (for example if it will be 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/firm agreements.

  • 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 or otherwise prohibted by any/all applicable law from entering into a contract with a US entity).

  • This contract is governed solely and entirely 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 it's officers, 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 (the non profits and RWSCP entity collections are considered as a single component) listed herein as defined in the section "Parties to the contract" sub section "Entity that {{PARTY2}} is agreeing to develop"..