THIS Commercial Co-Venture Agreement ("Agreement") is entered into 15 January 2025

Between

(1)            PARTY_1_NAME, a nonprofit corporation whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the "Client")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE (the "Company")

Whereas

A. Client is a tax-exempt charitable organization under the applicable law of JURISDICTION_STATE. Its mission is MISSION.

B. Company desires to support Client by donating to Client a portion of the proceeds from sales by Company of its products or services, Client desires to accept such donation, and the parties wish to publicise the arrangement, all on the terms set out in this Agreement and in accordance with the applicable laws

C. This Agreement has three parts. The first part sets out framework understandings regarding the arrangement, including funds transfers, disclosures, legal compliance, use of trademarks, and termination. The second part, a document attached as Exhibit A and referred to as the “Promotion Plan,” sets out the specifics of the arrangement, including the relevant products or services; relevant location of sale; donation percentage, computation, and payment schedule; and contact persons. The third part consists of exhibits identifying Client and Company trademarks that may be used in connection with the relationship. 

D. As used in this Agreement, the term “Promotion” means the donation and communication relationship contemplated by this Agreement, and the terms “Products,” “Promotion Period,” and “Territory” have the meanings given them in the Promotion Plan

It is agreed as follows:

 1. Promotion 

1.1 Donation 

Company will donate to Client the greater of (a) the minimum amount set out in the Promotion Plan or (b) an amount equal to the percentage, set out in the Promotion Plan, of sales of Products sold by Company during the Promotion Period in the Territory.

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