Independent Partnership Agreement for Clevenard Business Only
THIS AGREEMENT is made the ………. day of ……………………………………….20…
Clevenard Global International Limited & Clevenard Limited online social network business
which trade under the business name Clevenard, whose location is the United Kingdom and
Nigeria, 12 item street Ikotun Lagos, Nigeria and covers_________________________
territory only. (hereinafter referred to as Clevenard and/or the Company which expression shall
unless repugnant to the context or meaning thereof be deemed to mean and include its successors
and assigns) of the one part;
________________________ (Name) whose location is _______________________
(Address & Postcode/Zip), _______________________ (Company Registration Number)
_______________________(Company Incorporated date) (hereinafter referred to as the Partner
which expression shall unless repugnant to the context or meaning thereof be deemed to mean
and include its successors and assigns) of the other part.
This Independent Partnership Agreement (“Agreement”) is made and entered into by the
undersigned party: Clevenard Global International Limited & Clevenard Limited online social
network an independent Partners located in
THIS AGREEMENT WITNESSES THAT, THE TWO PARTIES HEREBY AGREE AS
In this agreement:
1.1 Unless the context otherwise requires words importing one gender include all other genders
and words importing the singular include the plural and vice versa.
1.2 Any reference to a statutory provision shall be deemed to include a reference to any statutory
modification or re-enactment of it.
1.3 The clause headings do not form part of this agreement and shall not be taken into account in
its construction or interpretation.
1.4 References in this agreement to any clause, sub-clause, schedule or paragraph without further
2 | Page
designation shall be construed as reference to the clause, sub-clause, schedule or paragraph
without further designation shall be construed as references to the clause, sub-clause, schedule or
paragraph of this agreement so numbered.
The term of this Agreement shall begin on ___*_______*________and continue until
___*______*_________, unless terminated earlier as set forth in this Agreement. The term of
this Agreement may be extended by mutual agreement between the parties.
In consideration for the profit share granted herein, the Representative shall perform the
3.1 Performing research and other prospecting duties with regard to potential customers.
3.2 Completing paperwork as required.
3.3 Performing other such duties and services as may be assigned by Clevenard Global
International Limited to accomplish the aims of this Agreement in the time, place, and manner
deemed appropriate by the Partners.
4. Compensation and Profit Sharing
4.1The partner is to represent Clevenard Global International Limited in
______________________________________________________Only to work with Clevenard
Global International Limited in promoting and take over the activities of Clevenard Notebook+.
4.2The partner will be compensated with 40% out of the 100% made after all expenses in
_______________________, the remaining 60% of the total profit will go to Clevenard Global
4.3Profit sharing analysis:
Note: all the percentage stated above is after tax and other expenses made by the partners 60
percent will be coming to Clevenard Limited & Clevenard Global International Limited
The total income in these Countries will be shared after tax and other expenses will be calculated
by an accountant, the accountants will be provided by Clevenard Global International Limited
Chief Executive Officer.
3 | Page
All expenses receipt has to be submitted to prove the expenses value every month to Clevenard
Limited & Clevenard Global International Limited chief executive officer.
1, “Profits” this profit sharing analysis is to be considered “direct result” of the Partner’s efforts,
substantially all of the contact with a customer that leads to a sale must have been made by the
Partner. Although initial contact and contact at the sale point shall be factors to consider, they are
not determinative of such sale being a “direct result” of the Partner’s effort.
2, “Profits” are deemed to be calculated by the sale price less any expenses by the Company paid
on behalf of the Partner in furtherance of the sale and the cost of goods sold.
3, “Profits” profit will be shared after all bills are paid including tax but not including personal
employees or partners domestic responsibilities.
4, The Parties agree that the Parties shall be considered independent contractors and not agents or
5.1 The partnership will provide the partner’s services to the Company as an independent
partner’s and not as an employee or shareholder in Clevenard Global International Limited or
5.2 The partner agrees that the Company shall have no liability or responsibility for the
withholding, collection or payment of any taxes, employment insurance premiums or
________________________Pension Plan contributions on any amounts paid by the Company
to the partner’ or amounts paid by the partner to their employees or contractors.
5.3 The partner also agrees to indemnify the Company from any and all claims in respect to the
Company’s failure to withhold and/or remit any taxes, employment insurance premiums or
______________ Pension Plan contributions.
5.4 The partner agrees that as an independent partner, the partner will not be qualified to
participate in or to receive any employee benefits that the Company may extend to its employees.
5.5 The partner is free to provide services to other clients, so long as such other clients are not in
competition with the Company and so long as there is no interference with the partner’s
contractual obligations to the Company.
5.6 The partner has no authority to and will not exercise or hold itself out as having any authority
to enter into or conclude any contract or to undertake any commitment or obligation for, in the
name of or on behalf of the Company.
4 | Page
6. Confidentiality and Intellectual Property
6.1 The partner hereby acknowledges that it has read and agrees to be bound by the terms and
conditions of the Company’s confidentiality and proprietary information agreement attached
hereto as Schedule “A” and which forms an integral part of this Agreement. If the Partner retains
any employees or contractors of its own who will perform services hereunder, the Partner shall
ensure that such employees or contractors execute an agreement no less protective of the
Company’s intellectual property and confidential information than the attached agreement.
6.2 The partner hereby represents and warrants to the Company that it is not party to any written
or oral agreement with any third party that would restrict its ability to enter into this Agreement
or the Confidentiality and Proprietary Information Agreement or to perform the Partners
obligations hereunder and that the partner’s will not, by providing services to the Company,
breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other
covenant in favour of any third party.
6.3 The partner hereby agrees that, during the term of this Agreement and for one (1) year
following the termination hereof, the Partner will not (i) recruit, attempt to recruit or directly or
indirectly participate in the recruitment of any Company employee or (ii) directly or indirectly
solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Company in a
manner that conflicts with or interferes in the business of the Company as conducted with such
customer, users or supplier.
7.1 The independent partnership relationship contemplated by this Agreement is to conclude on
___*_______*________unless terminated earlier as set forth below. The partner agrees that no
additional advance notice or fees in lieu of notice are required in the event the relationship
terminates on ___*_______*________.
7.2 The Contractor agrees that the Company may terminate this Agreement at any time without
notice or any further payment if the partner is in breach of any of the terms of this Agreement.
7.3 The Company may terminate this Agreement at any time at its sole discretion, upon
providing to the partner 30 calendar days advance written notice of its intention to do so or
payment of fees in lieu thereof.
7.4 The partners may terminate this Agreement at any time at its sole discretion upon providing
to the Company 30 calendar days’ notice of partners intention to do so. Upon receipt of such
notice the Company may waive notice in which event this Agreement shall terminate
5 | Page
8. Obligations Surviving Termination of this Agreement
All obligations to preserve the Company’s Confidential Information, Intellectual Property and
other warranties and representations set forth herein shall survive the termination of this
9. Entire Agreement
This Agreement, together with the Confidentiality and Proprietary Information Agreement,
represents the entire agreement between the parties and the provisions of this Agreement shall
supersede all prior oral and written commitments, contracts and understandings with respect to
the subject matter of this Agreement. This Agreement may be amended only by mutual written
agreement of the party.
This Agreement shall inure to the benefit of and shall be binding upon each party’s successors
and assigns. Neither party shall assign any right or obligation hereunder in whole or in part,
without the prior written consent of the other party.
11. Governing Law and Principles of Construction
This Agreement shall be governed and construed in accordance with
____________________________ law. If any provision in this Agreement is declared illegal or
unenforceable, the provision will become void, leaving the remainder of this Agreement in full
force and effect.
12. Place of Business
The place of business of the Partnership shall be at such place or places as the Partners shall from
time to time hereafter determine.
13. Approval of Marketing Material
The Partner shall receive written confirmation from the Company in using any marketing
materials related to the Product that were not directly provided by the Company.
6 | Page
The Partner shall not be entitled to reimbursement for any expenses except those that have been
previously approved in writing by the Company. Should the Company require travel by the
Partner, the Company shall reimburse the Employee for such travel expenses, along with
reasonable lodging and meal expenses upon presentation of receipts of such expenses.
The Partner agrees to defend, indemnify, and hold harmless the Company from and against any
all third party claims (or other actions that could lead to losses by the Company) that are based
upon the Partners (a) violation of the law, (b) violation of this Agreement, or (c) violation of any
third party’s rights.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives, effective as of the day and year first above written.
COMPANY REPRESENTATIVE ONE
By Title: Chief Executive Officer
Name: Mr Adefaratoluwa Osindero
PARTNER ONE WITNESS
Name:________________________________ Name: _________________________
Date: _________________________________ Date: ___________________________
Signature: ______________________________ Signature: _______________________
PARTNER TWO WITNESS
By: ___________________________ Name: ________________________________
Name: ________________________ Date: _________________________________
7 | Page
Date: _________________________ Signature: ______________________________
8 | Page
CLEVENARD GLOBAL INTERNATIONAL LIMITED
CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT
In consideration of your engagement as an independent partner with Clevenard Global
International Limited (the “Company”), the undersigned (the “Partner”) agrees and covenants
1. Engagement with the Company as an independent partner (“Engagement”) will give the
Partners access to proprietary and confidential information belonging to the Company, its
customers, its suppliers and others (the proprietary and confidential information is collectively
referred to in this Agreement as “Confidential Information”). Confidential Information includes
but is not limited to customer lists, marketing plans, proposals, contracts, technical and/or
financial information, databases, software and know-how. All Confidential Information remains
the confidential and proprietary information of the Company.
2. As referred to herein, the “Business of the Company” shall relate to the business of the
Company as the same is determined by the Board of Directors of the Company from time to
3. The partner may in the course of the partner’s Engagement with the Company conceive,
develop or contribute to material or information related to the Business of the Company,
including, without limitation, software, technical documentation, ideas, inventions (whether or
not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and
records, regardless of the form or media, if any, on which such is stored (referred to in this
Agreement as “Proprietary Property”).
The Company shall exclusively own, and the partner does hereby assign to the Company, all
Proprietary Property which the partner conceives, develops or contributes to in the course of the
partner’s Engagement with the Company and all intellectual and industrial property and other
rights of any kind in or relating to the Proprietary Property, including but not limited to all
copyright, patent, trade secret and trade-mark rights in or relating to the Proprietary Property.
Material or information conceived, developed or contributed to by the Partner or partner outside
work hours on the Company’s premises or through the use of the Company’s property and/or
assets shall also be Proprietary Property and be governed by this Agreement if such material or
information relates to the Business of the Company.
The partner shall keep full and accurate records accessible at all times to the Company relating to
all Proprietary Property and shall promptly disclose and deliver to the Company all Proprietary
9 | Page
4. The partner shall, both during and after the partner’s Engagement with the Company, keep all
Confidential Information and Proprietary Property confidential and shall not use any of it except
for the purpose of carrying out authorized activities on behalf of the Company. The partner may,
however, use or disclose Confidential Information which:
(i) is or becomes public other than through a breach of this Agreement;
(ii) is known to the partner prior to the date of this Agreement and with respect to which the
partner does not have any obligation of confidentiality; or
(iii) is required to be disclosed by law, whether under an order of a court or government
tribunal or other legal process, provided that partner informs the Company of such requirement
in sufficient time to allow the Company to avoid such disclosure by the partner.
The partner shall return or destroy, as directed by the Company, Confidential Information,
Proprietary Property and any other Company property to the Company upon request by the
Company at any time. The partner shall certify, by way of affidavit or statutory declaration, that
all such Confidential Information, Proprietary Property or Company property has been returned
or destroyed, as applicable.
5. The partner covenants and agrees not to make any unauthorized use whatsoever of or to bring
onto the Company’s premises for the purpose of making any unauthorized use whatsoever of any
trade secrets, confidential information or proprietary property of any third party, including
without limitation any trade-marks or copyrighted materials, during the course of the partner’s
Engagement with the Company.
6. At the reasonable request and at the sole expense of the Company, the partner shall do all
reasonable acts necessary and sign all reasonable documentation necessary in order to ensure the
Company’s ownership of the Proprietary Property, the Company property and all intellectual and
industrial property rights and other rights in the same, including but not limited to providing to
the Company written assignments of all rights to the Company and any other documents required
to enable the Company to document rights to and/or register patents, copyrights, trade-marks,
industrial designs and such other protections as the Company considers advisable anywhere in
7. The partner hereby irrevocably and unconditionally waives all moral rights the partner may
now or in the future have in any Proprietary Property.
8. The partner agrees that the partner will, if requested from time to time by the Company,
execute such further reasonable agreements as to confidentiality and proprietary rights as the
Company’s customers or suppliers reasonably require to protect confidential information or
9. Regardless of any changes in position, fees or otherwise, including, without limitation,
termination of the partner’s Engagement with the Company, unless otherwise stipulated pursuant
10 | Page
to the terms hereof, the partner will continue to be subject to each of the terms and conditions of
this Agreement and any other(s) executed pursuant to the preceding paragraph.
10. The partner agrees that the partner’s sole and exclusive remedy for any breach by the
Company of this Agreement will be limited to monetary damages and in case of any breach by
the Company of this Agreement or any other Agreement between the partner and the Company,
the partner will not make any claim in respect of any rights to or interest in any Confidential
Information or Proprietary Property.
11. The partner acknowledges that the services provided by the partner to the Company under
this Agreement are unique. The partner further agrees that irreparable harm will be suffered by
the Company in the event of the partner’s breach or threatened breach of any of his or her
obligations under this Agreement, and that the Company will be entitled to seek, in addition to
any other rights and remedies that it may have at law or equity, a temporary or permanent
injunction restraining the partner from engaging in or continuing any such breach hereof. Any
claims asserted by the partner against the Company shall not constitute a defence in any
injunction action, application or motion brought against the partner by the Company.
12. This Agreement is governed by the laws of the Province of United Kingdom/Nigeria and the
parties agree to the non-exclusive jurisdiction of the courts of the Province of United
Kingdom/Nigeria in relation to this Agreement.
13. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid
or unenforceable, that provision shall be deleted and the other provisions shall remain in effect.
14. Profits and Losses
In each Fiscal Month all items of income and gain, and expense and loss of the Partnership shall
be determined by the Accountants of the Partnership allocated by the Chief Executive Officer of
Clevenard Limited & Clevenard Global International Limited at the end of each Fiscal Month.
15. Net Profits and Losses
Until otherwise unanimously agreed by the Partner subject to the provisions of this Agreement,
the net profits, if any, of the Partnership as determined at the end of each such Fiscal Month shall
be allocated among the Partner in proportion to the respective Capital Account of each of the
Partner as calculated at the end of each such Fiscal Month. All expenses incurred in the course of
the Business and all losses, if any, arising therefrom shall be borne out of the earnings of the
Companies Business or in the case of a deficiency, and the losses shall be allocated amongst the
Partners pro rata to their respective individual Capital Accounts at the end of each such Fiscal
Each of the Partners may draw out of the Partnership, from time to time, on account of its share
of the net profits for the current Month, a sum not exceeding their respective Capital Accounts.
11 | Page
Any sums drawn out by any Partner in excess of its share of the net profits for any such Month
shall be repaid in full to the Partnership unless otherwise unanimously agreed by the Partners.
c. Financial Statements
Proper accounts shall be kept of all transactions of the Business and at the end of each Fiscal
Month or as soon thereafter as possible; a statement shall be prepared showing the income and
expenses of the Business for the past Month and what belongs and is due to each of the Partners
as its share of the profits.
d. Borrowing or Encumbrance of Partnership Interest
Neither Partner shall, without the previous consent in writing of the other, sign or encumber its
share or interest in the Partnership, borrow money on behalf of Clevenard Limited & Clevenard
Global International Limited or, hire any employee or subcontractor.
e. Payment of Obligations
Each of the Partners shall punctually pay and discharge its separate debts, liabilities, obligations,
duties and agreements whether at present or future and keep indemnified the Partnership
property and the other Partner from all actions, proceedings, costs, claims and demands of every
If at any time either of the Partners is required to pay or become liable for more than its
proportion of the Partnership debts as provided for in this Agreement, that Partner shall have as
against the other Partner a right of recovery of the appropriate proportion of the payment or
indemnification against such liability, and the Partner shall have, on becoming liable for such
debt, the first lien or charge on the capital and all other interest or interests of the offending
Partner in the Partnership business.
16. Action of the Partners
The powers of the Partners may be exercised by resolution passed at a meeting of the Partners or
by resolution consented to by the signatures of the Partners or by the chief executive officer of
Clevenard Limited & Clevenard Global International Limited.
17. Delegation of Authority
The Partners may at any time and from time to time by resolution passed at a meeting of the
Partners delegate any power or authority relating to the management of the business and affairs
of the Partnership to any Partner and the exercise of any such authority or authority by such
Partner shall be valid and binding upon all Partners until such power or authority has been
rescinded by resolution or by the chief executive officer of Clevenard Limited & Clevenard
Global International Limited.
12 | Page
18. Place of Meeting
Meetings of the Partners shall be held at the principal office of the Partnership decided by the
chief executive officer of Clevenard Limited & Clevenard Global International Limited, or, at
such other place as the Partners may, by unanimous agreement, determine.
19. Calling of Meetings
Meetings of the Partners shall be held from time to time at such time and on such day without
notice as chief executive officer of Clevenard Limited & Clevenard Global International Limited
20. Fiscal Month
Until changed with the unanimous approval of the chief executive officer of Clevenard Limited
& Clevenard Global International Limited, the Fiscal Month shall be the fiscal Month of the
21. Books and Records
Complete and accurate books of account shall be kept at the principal place of business of
Clevenard Limited & Clevenard Global International Limited and shall show the condition of the
business and finances of the Partnership, and each Partner shall have access to, and may inspect
and copy, any part thereof.
22. No powers, authority or resolution of the Partners may at any time be grater then the one of
the chief executive officer of Clevenard Limited & Clevenard Global International Limited.
IN WITNESS WHEREOF the Company and the partner have caused this Agreement to be
executed as of the ___ day of _______________, 20__.
Name: Mr Adefaratoluwa Osindero
Title: Chief Executive Officer (Clevenard Limited & Clevenard Global International Limited)
13 | Page
CLEVENARD PARTNER ONE