Bluhe Shire Trust Joint Venture (JV) Partnership Funding Agreement

THIS AGREEMENT ("Agreement") is made and entered into on [Date], by and between Bluhe Shire Trust, a private U.S.-based spendthrift trust located at 7901 4th St. N STE 6602, St. Petersburg, FL 33702, hereinafter referred to as “Trust,” and [Client’s Full Name], located at [Client’s Address], hereinafter referred to as “Client.”

WHEREAS

• The Client seeks funding for the [Project Name] (the "Project") and has agreed to enter into a joint venture partnership with Bluhe Shire Trust; and
• The Trust agrees to provide funding through its Joint Venture Partnership Program, subject to the terms outlined in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. Project Funding Fee

• The Client agrees to pay a non-refundable project funding fee of $350,000, representing 0.5% of the total project funding.
• This fee is payable upon execution of this Agreement and is required to initiate the onboarding and compliance processes.

2. Onboarding and Compliance

• The Client agrees to provide all necessary documentation for due diligence, KYC (Know Your Customer), and AML (Anti-Money Laundering) processes.
• Bluhe Shire Trust shall proceed with funding arrangements upon successful completion of the compliance process.

3. Joint Venture Structure

• Equity Ownership: The Client shall retain 70% ownership in the Project, while Bluhe Shire Trust shall take a 30% equity stake.
• Profit Sharing:
• Profits generated from the Project shall be distributed as follows:
• 70% to the Client.
• 30% to Bluhe Shire Trust.
• Profits shall be calculated as gross revenues minus all direct and indirect costs, including but not limited to operational expenses, taxes, and other agreed-upon expenses.
• There shall be no loan repayment obligations or interest charges under this Agreement. Profit sharing shall continue throughout the life of the Project.

4. Funding Disbursement

• First Payment: The first payment of funding shall be disbursed within 45 business days of completing the onboarding and compliance process.
• Scheduled Payments: Additional funding shall be disbursed according to clearly defined project milestones, which will be agreed upon during the onboarding process.

5. Decision-Making and Management

• Client Control: The Client retains 100% control over all project decisions. Bluhe Shire Trust shall not be involved in the management, strategic decisions, or day-to-day operations of the Project.
• Bluhe Shire Trust acts solely as a profit share partner with no decision-making authority in the project.

6. UCC-1 Filing as Collateral

• The Client agrees to file a UCC-1 Financing Statement in favor of Bluhe Shire Trust, securing the Trust’s interest in the Project’s tangible and intangible assets, including but not limited to equipment, real estate, receivables, and intellectual property. This filing ensures that Bluhe Shire Trust’s equity stake and financial interests are protected throughout the life of the Project.

7. Exit Strategy

• Either party may exit the joint venture after 5 years, provided they give 6 months' written notice.
• If either Bluhe Shire Trust or the Client decides to sell their stake, the other party shall have first right of refusal to purchase the stake. The fair market value of the Project shall be determined by an independent third-party valuation firm mutually agreed upon by both parties.

8. Confidentiality and Non-Disclosure

1. Definition of Confidential Information:
   For the purpose of this Agreement, "Confidential Information" means all information, whether written, oral, or electronic, disclosed by either party in connection with the Joint Venture (JV) Partnership, including but not limited to financial information, business plans, trade secrets, proprietary technology, project details, customer information, marketing strategies, operational methods, and any other sensitive business information.

   2. Obligations of Confidentiality:

1. Both parties agree to keep Confidential Information confidential and not to disclose, distribute, or communicate such information to any third party without the express written consent of the other party, except where required by law.
2. Each party shall take reasonable steps to protect the confidentiality of the other party's Confidential Information with the same degree of care used to protect their own sensitive information.

   3. Permitted Disclosures:
       The receiving party may disclose Confidential Information only to its employees, agents, advisors, or contractors who               need to know such information for the purpose of performing under this Agreement, provided that such persons are               bound by confidentiality obligations no less restrictive than those contained herein.

   4. Exclusions:
       Confidential Information does not include information that:

1. Was already known by the receiving party prior to disclosure, without any confidentiality obligation;
2. Becomes publicly known through no fault of the receiving party;
3. Is received from a third party lawfully entitled to disclose it without confidentiality obligations; or
4. Is independently developed by the receiving party without using the disclosing party's Confidential Information.

   5. Return or Destruction of Confidential Information:
       Upon termination or expiration of this Agreement, or upon request by the disclosing party, the receiving party agrees to         promptly return or destroy all materials containing Confidential Information.

   6. Duration of Confidentiality:
       The obligations of confidentiality and non-disclosure shall survive the termination or expiration of this Agreement and             remain in effect for a period of five (5) years after the conclusion of the joint venture.

   7. Remedies for Breach:
       In the event of a breach or threatened breach of this confidentiality obligation, the disclosing party shall be entitled to             seek equitable relief, including injunctive relief or specific performance, in addition to any other legal remedies available.

9. Representations and Warranties

Each party represents and warrants the following:

• Bluhe Shire Trust: Bluhe Shire Trust represents that it has the legal authority to enter into this Agreement and provide funding, and that its participation in the joint venture is compliant with all applicable laws and regulations.
• Client: The Client represents that all information provided during onboarding and due diligence (including financial, legal, and operational data) is accurate, truthful, and complete. The Client also warrants that the Project is in compliance with all applicable local, state, and federal laws and regulations, including environmental, labor, and tax laws.

10. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party and its affiliates, directors, officers, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Bluhe Shire Trust: The Trust shall indemnify the Client against claims arising from any breach of this Agreement or violation of applicable laws by Bluhe Shire Trust.
• Client: The Client shall indemnify Bluhe Shire Trust against claims arising from the Client’s breach of this Agreement, misrepresentation of information, or failure to comply with laws and regulations applicable to the Project.

11. Insurance

The Client agrees to obtain and maintain, at its own expense, all necessary insurance policies required for the Project, including but not limited to:

• General Liability Insurance: To cover third-party claims of bodily injury, property damage, and legal costs.
• Property Insurance: To cover any physical damage to the Project’s assets or equipment.
• Workers’ Compensation Insurance: If applicable, to cover the Client’s employees working on the Project.
• Business Interruption Insurance: To cover potential losses due to unforeseen interruptions in the Project.

The Client shall provide Bluhe Shire Trust with proof of insurance coverage upon request. Failure to maintain adequate insurance may be considered a breach of this Agreement.

12. Audit and Financial Reporting

• Financial Reporting: The Client agrees to provide Bluhe Shire Trust with quarterly financial reports detailing revenues, expenses, and net profits associated with the Project. These reports shall be submitted within 30 days of the end of each fiscal quarter.
• Audit Rights: Bluhe Shire Trust reserves the right to audit the Project’s financial records, including accounts receivable, accounts payable, and general ledger, to verify the accuracy of financial statements and profit-sharing calculations. Any discrepancies found during the audit shall be rectified within 30 days.

13. Non-Compete and Non-Solicitation

• Non-Compete: During the term of this Agreement and for a period of 12 months after its termination, the Client agrees not to engage in any business activities that directly compete with the Project or with Bluhe Shire Trust’s other ventures without the express written consent of Bluhe Shire Trust.
• Non-Solicitation: During the term of this Agreement and for a period of 12 months after its termination, the Client agrees not to solicit, hire, or engage any employees, contractors, or business partners of Bluhe Shire Trust without Bluhe Shire Trust’s prior written consent.

14. Termination for Cause

Either party may terminate this Agreement with immediate effect upon the occurrence of any of the following:

• Breach: A material breach of any term of this Agreement by the other party that is not remedied within 30 days of written notice of such breach.
• Insolvency: If the other party becomes insolvent, files for bankruptcy, or is otherwise unable to pay its debts as they fall due.
• Illegal Conduct: If the other party engages in any illegal or unethical conduct that damages the reputation or viability of the Project.

15. Change of Control

In the event that either party undergoes a change of control (such as a merger, acquisition, or sale of substantially all of its assets), the other party shall have the right to terminate this Agreement upon 30 days' written notice. The exiting party shall have the option to sell its equity stake at fair market value to the other party, with the price to be determined by a mutually agreed independent third-party valuation.

16. Limitation of Liability

• Cap on Damages: Except for claims arising from fraud, gross negligence, willful misconduct, or breach of confidentiality, neither party’s total liability under this Agreement shall exceed the total amount of funding provided by Bluhe Shire Trust.
• Exclusion of Consequential Damages: Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, business interruption, or reputational harm.

17. Data Protection and Privacy

• Compliance: Both parties agree to comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), where applicable.
• Data Usage: Any personal data collected in connection with the Project shall be processed solely for the purpose of fulfilling the obligations under this Agreement and shall not be shared with third parties without the consent of the data subject, unless required by law.

18. Intellectual Property

• Pre-Existing IP: Each party shall retain ownership of any intellectual property it owned or developed prior to the execution of this Agreement.
• Jointly Developed IP: Any intellectual property developed jointly by both parties during the term of the Project shall be owned proportionally according to their respective equity interests unless otherwise agreed in writing.
• Licensing: Each party grants the other a non-exclusive, royalty-free license to use any pre-existing intellectual property solely for the purposes of performing obligations under this Agreement.

19. Environmental, Social, and Governance (ESG) Standards

The Client agrees to:

• Operate the Project in a manner consistent with recognized environmental, social, and governance standards.
• Make efforts to minimize the Project’s environmental impact and ensure that its operations are compliant with all applicable environmental laws and regulations.
• Promote ethical business practices, including fair labor practices, diversity, and inclusion, and avoid any operations that could result in human rights violations.

20. Force Majeure

Neither party shall be held liable for delays or failure in performance caused by events beyond their reasonable control, including but not limited to acts of God, regulatory changes, natural disasters, global pandemics, or significant supply chain disruptions.
In the event of a force majeure event, both parties shall meet within 30 days to discuss the next steps, including potential suspension of the project, renegotiation of terms, or termination of the Agreement.

21. Governing Law and ICC Compliance

This Agreement shall be governed by the laws of the State of Oregon and comply with ICC regulations under UCP 600.
Any disputes arising from this Agreement shall be resolved in the courts of Oregon, with both parties agreeing to arbitration under ICC rules.

22. Tax Responsibility

Each party shall be responsible for its own tax liabilities arising from the profits or income generated by the Project.

Signatures:

Bluhe Shire Trust
Name: _________________________
Title: __________________________
Date: __________________________

Client
Name: __________________________
Title: ___________________________
Date: ___________________________

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