Intercompany Relationship Agreement

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I. Introduction

This Intercompany Relationship Agreement (“Agreement”) is entered into as of December 17, 2024, by and between:

1. [Your Company Name], a corporation organized and existing under the laws of Texas, with its principal office located at [Your Company Address]; and

2. NamorCo, a corporation organized and existing under the laws of Texas, with its principal office located at Plano, TX 75023.

This Agreement defines the terms and conditions governing the relationship between the parties to facilitate effective collaboration, resource sharing, and mutual business success.

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II. Purpose and Objectives

A. Purpose

The purpose of this Agreement is to establish a formal framework to coordinate efforts between [Your Company Name] and NamorCo, ensuring the alignment of business activities, resource management, and strategic initiatives.

B. Objectives

1. Strengthen the operational and strategic relationship between the parties.

2. Optimize the use of shared resources and expertise.

3. Enhance mutual growth and profitability through cooperative efforts.

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III. Roles and Responsibilities

A. [Your Company Name] Responsibilities

1. Service Delivery: Provide operational support, financial services, and technical assistance as needed.

2. Coordination: Act as the central coordinator for joint initiatives and shared resources.

3. Compliance: Ensure all operations adhere to applicable laws and industry standards.

B. NamorCo Responsibilities

1. Operational Participation: Actively engage in collaborative projects and provide necessary support.

2. Resource Allocation: Share proprietary tools, data, or other assets essential for the partnership.

3. Regulatory Adherence: Maintain compliance with relevant laws and guidelines affecting its operations.

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IV. Resource Sharing

A. Shared Services

The parties agree to share services, including but not limited to:

1. Financial Management: Streamlining cost-sharing mechanisms and budgeting processes.

2. Human Resources: Cross-training personnel and coordinating employee assignments as necessary.

3. Technology Platforms: Providing mutual access to proprietary tools and systems for seamless collaboration.

B. Cost Allocation

1. Costs incurred from shared services will be distributed proportionally based on usage or other mutually agreed-upon metrics.

2. Regular reviews will be conducted to ensure fairness and accuracy in cost allocation.

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V. Confidentiality

A. Definition

Confidential Information includes any non-public information disclosed under this Agreement, such as business plans, financial data, proprietary methods, or intellectual property.

B. Obligations

Both parties agree to:

1. Protect the confidentiality of all disclosed information.

2. Use such information solely for purposes outlined in this Agreement.

3. Return or destroy all Confidential Information upon termination of this Agreement.

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VI. Financial Terms

A. Payments

1. Invoicing: Any fees or shared costs will be billed monthly with detailed invoices.

2. Payment Terms: Payments must be made within 30 days of receiving an invoice. Late payments will incur a penalty of 1% per month.

B. Audit Rights

Each party reserves the right to audit the other’s financial records related to this Agreement to ensure compliance with its terms.

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VII. Term and Termination

A. Term

This Agreement will commence on the effective date and remain in force for 5 years, unless terminated earlier by either party.

B. Termination

1. Mutual Agreement: Either party may terminate the Agreement upon written consent of both parties.

2. For Cause: Immediate termination is permissible in the event of material breach that remains unresolved for 30 days after notice.

3. Notice Period: Termination without cause requires 90 days’ written notice.

C. Post-Termination Obligations

Upon termination, the parties shall:

1. Fulfill any outstanding obligations.

2. Cease all use of shared resources.

3. Return or destroy all Confidential Information.

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VIII. Dispute Resolution

A. Negotiation

Disputes arising from this Agreement will first be resolved through good-faith negotiation.

B. Arbitration

If unresolved, disputes will be referred to binding arbitration under the rules of the American Arbitration Association, with the venue in Texas.

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IX. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Texas, without regard to conflict of laws principles.

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X. Miscellaneous

A. Amendments

Amendments to this Agreement must be made in writing and signed by both parties.

B. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond their reasonable control, such as natural disasters, government actions, or labor disputes.

C. Entire Agreement

This document represents the entire agreement between the parties and supersedes any prior agreements.

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XI. Signatures

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Executive Officer
Date: December 17, 2024

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For NamorCo:

Name: Winona Harvey
Job Title: Managing Director
Date: December 17, 2024

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This Intercompany Relationship Agreement ensures effective collaboration and resource-sharing between [Your Company Name] and NamorCo, fostering mutual success and operational synergy.

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