Buyout Agreement

The buyout agreement policy implemented at Cali Web Studios serves several crucial purposes to ensure the effective functioning and sustainable growth of our operations. Initially, it seeks to provide clarity and assurance by clearly outlining the processes and responsibilities related to changes in ownership of the product or service. This transparency minimizes uncertainty and disputes, facilitating a seamless transition.

It also aims to ensure business continuity by facilitating smooth changes in ownership, thereby ensuring uninterrupted operations despite significant shifts in structure. Additionally, our policy endeavors to safeguard the interests of all stakeholders, including co-owners, shareholders, employees, and clients, by establishing fair and transparent acquisition procedures. By adhering to legal and regulatory standards, promoting accountability and transparency, and fostering confidence among stakeholders, our buyout agreement promotes stability and governance within the organization.

Triggers of the Buyout Agreement

Our buyout agreement policy encompasses various triggers that can initiate the commencement of an acquisition agreement to ensure a smooth transfer of control within Cali Web Studios. These triggers represent significant events that necessitate a systematic approach to ensure fairness and consistency.

Death or Disability: The passing or incapacitation of a client or shareholder can activate the buyout agreement. This ensures proper management of the affairs of the deceased or incapacitated individual while enabling the organization to maintain seamless operations.

Retirement: When a client or shareholder reaches retirement age or opts to leave the business voluntarily, the buyout agreement can facilitate the transfer of their ownership stake. This allows the retiring individual to receive appropriate compensation while facilitating a smooth transition of ownership for the organization.

Voluntary Departure: If a client or shareholder decides to depart from the business for personal reasons, the buyout agreement can be initiated to facilitate the transfer of their ownership stake. This ensures a smooth transition while safeguarding the interests of all parties involved.

Creative Clashes: Unresolved conflicts or disputes among service providers and clients may trigger the activation of the buyout agreement. This provides a mechanism for resolving issues and facilitating the orderly separation of involved parties, minimizing disruption to the organization.

Changes in Ownership: Significant changes in the ownership structure of the business, such as the addition of new owners or the departure of current owners, can trigger the buyout agreement. This ensures the protection of the rights and interests of all stakeholders and preserves the stability of the business during ownership changes.

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Financial Distress: During financial difficulties or bankruptcy of a client or shareholder, the buyout agreement can be utilized to mitigate the impact on ownership interests. This protects the organization and its interests while providing financial assistance to the party in distress.

Withdrawal or disinterest from Client: Prolonged absence, lack of response, or withdrawal from clients, who are engaged in service acquisition, can activate the buyout agreement. This scenario may arise due to reasons such as extended illness, incapacity, or unforeseen personal events. If the client remains unresponsive for 365 days or more, upon severance of the contract, they will incur a 20% deduction from their deposited amount. For example, a client deposits $10,000 as part of the agreement. If they remain unresponsive for 365 days or more, and the contract is severed, they will face a deduction of 20% from their deposited amount. So, 20% of $10,000 is $2,000. Therefore, upon severance of the contract due to the client's prolonged unresponsiveness, they would receive $8,000 (original deposit of $10,000 minus the deduction of $2,000) refunded to them.

Adherence to Buyout Agreement

Service Buyout:The Buyer commits to purchasing and assuming all rights and obligations of the Provider under the Previous Agreement, including but not limited to: a) Transfer of all deliverables, including source code, documentation, and other materials developed under the Previous Agreement. b) Access to all intellectual property rights associated with the deliverables, including copyrights, trademarks, and patents. c) Transfer of any ongoing maintenance and support obligations.

The Provider agrees to provide all necessary assistance and cooperation to facilitate the smooth transition of services to the Buyer in 45 days, including but not limited to: a) Providing documentation, training, and support to Buyer's personnel as necessary. b) Assisting with the transfer of domain names, hosting accounts, and other assets related to the website development services.

Consideration:

In exchange for the buyout of services and transfer of rights under the Previous Agreement, the Buyer agrees to pay the Provider the agreed-upon sum, e.g. the Buyout Amount. Payment shall be made within 60 days upon the execution of this Agreement.

The Buyer shall issue payment to the Provider via the agreed-upon payment method to the account designated by the Provider.

Release and Indemnification:

(a) Upon receipt of the Buyout Amount, the Provider hereby releases and forever discharges the Buyer from any and all claims, demands, liabilities, damages, expenses, and causes of action of any nature, known or unknown, arising out of or in any way connected to the Previous Agreement.

(b) The Provider agrees to indemnify, defend, and hold harmless the Buyer from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from any breach of the representations, warranties, or obligations under the Previous Agreement.

Confidentiality:

(a)The parties agree to maintain confidentiality regarding all terms and conditions of the buyout agreement and any information disclosed by either party in connection with this Agreement, except as required to comply with legal obligations or enforce their rights hereunder.

(b)The Provider agrees not to disclose any proprietary information or trade secrets of the Buyer obtained during the provision of website development services.

Intellectual Property:

(a) The Provider represents and warrants that it possesses full right, power, and authority to transfer all intellectual property rights associated with the deliverables to the Buyer.

(b)The Provider agrees to execute any additional documents necessary to formalize the transfer of intellectual property rights to the Buyer, including but not limited to assignment agreements and trademark registrations.

Non-Compete:

(b)The Provider agrees not to engage, directly or indirectly, in any business or provide services that compete with the Buyer's business for a specified period following the execution of this Agreement, within the designated geographical area.

Miscellaneous:

(a)This buyout agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral, concerning such subject matter.

(b)This buyout agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c)This buyout agreement shall be governed by and construed in accordance with the laws of the designated jurisdiction, without regard to its conflicts of law principles.

(d)Any dispute arising from or related to this buyout agreement shall be finally resolved through arbitration in accordance with the rules of the designated arbitration institution by the specified number of arbitrators appointed pursuant to said rules.

(e)This buyout agreement may be amended or modified solely by a written instrument executed by both parties.