Subsidiary Agreement

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I. Overview of the Agreement

This Subsidiary Agreement ("Agreement") is made and entered into on November 3, 2050, by and between:

• [Your Company Name], a corporation duly organized under the laws of Florida, with its principal office located at [Your Company Address], and

• MindStove, a corporation duly organized under the laws of Florida, with its principal office located at Jacksonville, FL 32099.

The purpose of this Agreement is to outline the terms and conditions under which [Your Company Name] will establish and manage a subsidiary entity under MindStove, including rights, responsibilities, and operational guidelines.

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II. Purpose and Objectives

A. Purpose

This Agreement aims to formalize the creation, operation, and governance of the subsidiary, ensuring that both parties clearly understand their respective roles, obligations, and business interests.

B. Objectives

The objectives of this Agreement include:

1. Establishing the Subsidiary: Define the structure and governance of the new subsidiary.

2. Operational Framework: Outline the operational roles, policies, and functions of the subsidiary.

3. Investment and Funding: Detail the funding requirements, investment allocations, and financial obligations.

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III. Structure and Governance

A. Formation of the Subsidiary

1. Subsidiary Name: The subsidiary entity shall be called MindStove Innovations, a wholly-owned subsidiary of [Your Company Name].

2. Ownership Structure: [Your Company Name] will hold 100% of the shares in the subsidiary, retaining full control and governance of operations.

3. Board of Directors: The Board of Directors of the subsidiary will consist of representatives from both [Your Company Name] and MindStove. The board will meet quarterly to review the subsidiary’s operations, financial status, and strategic direction.

B. Governance

The subsidiary will operate under the strategic oversight of [Your Company Name], while MindStove will provide technical expertise and market insights. Both companies will jointly agree on major business decisions, including but not limited to:

• Expansion plans

• Hiring of senior management

• Budget approval

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IV. Roles and Responsibilities

A. Responsibilities of [Your Company Name]

1. Funding and Financial Oversight: Provide initial seed funding of $2,000,000 to establish the subsidiary and maintain operational financial oversight.

2. Operational Management: Appoint key personnel to oversee day-to-day operations, including the CEO and CFO of the subsidiary.

3. Strategic Planning: Lead the strategic direction and long-term growth plans for the subsidiary.

B. Responsibilities of MindStove

1. Technology and Expertise: Provide ongoing technical expertise and support for the subsidiary, particularly in software development and infrastructure.

2. Market Insights: Share market research and customer insights to guide product development and service delivery.

3. Support Services: Offer administrative support and access to its existing operational systems and tools, enabling efficient collaboration.

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V. Financial Arrangements

A. Funding and Investments

1. Initial Investment: [Your Company Name] will invest an initial capital of $2,000,000 to fund the creation of the subsidiary and its first year of operations.

2. Ongoing Contributions: Both parties agree to a cost-sharing model for any further investments required, to be decided on a case-by-case basis.

3. Revenue Sharing: Any profits generated by the subsidiary will be shared as follows:

   • [Your Company Name]: 70%

   • MindStove: 30%

B. Reporting and Auditing

Both parties agree to provide quarterly financial reports for the subsidiary, including profit and loss statements, balance sheets, and cash flow summaries. An independent auditor will be appointed annually to review the subsidiary’s financial activities.

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VI. Confidentiality and Non-Disclosure

A. Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared in the course of this Agreement, including:

• Financial data

• Customer and supplier information

• Business strategies and operational plans

B. Non-Disclosure Obligation

Each party agrees not to disclose or use the other party’s confidential information for any purpose other than as required to fulfill obligations under this Agreement.

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VII. Term and Termination

A. Term of Agreement

This Agreement shall commence on November 3, 2050, and shall remain in effect for an initial term of three (3) years, unless terminated earlier in accordance with the provisions outlined below.

B. Termination

Either party may terminate this Agreement upon 60 days' written notice if any of the following occur:

1. The subsidiary is no longer able to achieve its business objectives.

2. Either party materially breaches the terms of this Agreement and fails to cure the breach within 30 days.

3. A mutual decision to dissolve the subsidiary is made.

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VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Florida, without regard to its conflict of law provisions.

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IX. Signatories

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Executive Officer
Date: November 3, 2050

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For MindStove:

Name: Malcolm Raynor
Job Title: Chief Operations Officer
Date: November 3, 2050

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For further inquiries or clarifications, please contact [Your Name] at [Your Email] or [Your Company Email].

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