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 Nebraska, with its principal office located at [Your Company Address]; and

2. Impactrun, a corporation organized and existing under the laws of Nebraska, with its principal office located at Lincoln, NE 68501.

This Agreement is established to formalize and streamline the working relationship between the parties, fostering collaboration, resource sharing, and mutual success.

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II. Purpose and Scope

A. Purpose

The purpose of this Agreement is to define the roles, responsibilities, and obligations of [Your Company Name] and Impactrun as they work together to achieve shared business goals.

B. Scope

This Agreement covers:

1. Resource sharing, including personnel, technology, and infrastructure.

2. Alignment of business operations and strategy.

3. Financial arrangements, including cost-sharing and payment terms.

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III. Roles and Responsibilities

A. [Your Company Name]

1. Operational Support: Provide administrative and technical assistance as necessary to facilitate joint projects.

2. Strategic Oversight: Monitor the progress of shared initiatives and ensure alignment with organizational goals.

3. Compliance Assurance: Maintain adherence to applicable laws and regulations.

B. Impactrun

1. Active Participation: Contribute resources, expertise, and personnel to shared initiatives.

2. Project Execution: Take an active role in implementing collaborative projects.

3. Information Sharing: Provide timely and accurate updates relevant to joint operations.

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IV. Resource Sharing

A. Personnel

1. Employees may be seconded or cross-utilized between the parties for specific projects.

2. Each party remains responsible for its employees' salaries, benefits, and legal obligations unless otherwise agreed.

B. Technology

Both parties agree to provide access to proprietary tools, software, and systems required for collaborative operations.

C. Infrastructure

The sharing of physical and digital infrastructure will be facilitated based on mutually agreed terms to ensure seamless cooperation.

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V. Financial Terms

A. Cost Allocation

1. Costs incurred for shared projects and resources will be divided proportionally based on contribution and usage.

2. Regular audits will be conducted to ensure fair cost distribution.

B. Payment Terms

1. Payments for shared expenses will be invoiced monthly and must be remitted within 30 days.

2. Late payments will incur a penalty of 1.5% per month.

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VI. Confidentiality

A. Definition of Confidential Information

All non-public information exchanged between the parties, including financial data, proprietary techniques, and strategic plans, will be considered Confidential Information.

B. Obligations

1. Both parties agree not to disclose Confidential Information to third parties without prior written consent.

2. Confidential Information will be used solely for purposes outlined in this Agreement.

3. Upon termination of the Agreement, Confidential Information must be returned or destroyed.

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VII. Dispute Resolution

A. Good Faith Negotiation

In the event of a dispute, the parties will first attempt to resolve the issue through good-faith discussions.

B. Arbitration

If a resolution cannot be reached, the dispute will be submitted to arbitration under the rules of the American Arbitration Association, with arbitration proceedings held in Nebraska.

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VIII. Term and Termination

A. Term

This Agreement will commence on December 17, 2024, and remain in effect for a term of five (5) years, unless terminated earlier.

B. Termination

1. Mutual Agreement: The Agreement may be terminated at any time with written consent from both parties.

2. Breach: Either party may terminate the Agreement if the other party commits a material breach that is not cured within 30 days of notice.

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

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IX. Governing Law

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

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X. Miscellaneous

A. Amendments

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

B. Force Majeure

Neither party will be held liable for delays or failures due to circumstances beyond their control, such as natural disasters, governmental actions, or labor strikes.

C. Entire Agreement

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

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XI. Signatures

For [Your Company Name]:

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

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For Impactrun:

Name: Pearl Bergna
Job Title: Managing Director
Date: December 17, 2024

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This Intercompany Relationship Agreement ensures a strong foundation for collaboration and resource-sharing between [Your Company Name] and Impactrun, fostering mutual growth and success.

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