PRODUCT CONTRIBUTION AGREEMENT
Exhibit 10.37
This
PRODUCT CONTRIBUTION AGREEMENT (“Agreement”) is made
effective as of October 31, 2017 (the “Effective
Date”), and is entered into by and between WestMÿn
Technology Services, Inc., a Delaware corporation
(“WESTMŸN”) and Investview, Inc., a Nevada
corporation (the “Company”)and its assigns.
WESTMŸN and the Company may individually be referred to as a
“Party” or collectively as the
“Parties.”
RECITALS
WHEREAS,
WESTMŸN desires to compile and provide to the Company certain
valuable contract rights to products and to provide a crypto mining
agreement, in exchange for issuance of stock in the Company and for
the opportunity to earn-out additional Company stock based on the
performance and benefits conferred on the
Company by WESTMŸN’s crypto mining
agreement;
WHEREAS, the Company desires to receive from
WESTMŸN certain valuable contract rights and benefits and is
willing to exchange Company stock for WESTMŸN’s
contribution of a mining hardware services license and such rights,
under the terms and conditions set forth in this Agreement for a
term of five
(5) year term plus 1,000 days or the operating lifetime of the
equipment, whichever is greater. After the initial term, this
Agreement shall automatically renew until either Party terminates
such automatic renewal.
NOW THEREFORE, for good and valuable consideration, the sufficiency
of which is hereby acknowledged, the Parties agree as
follows:
1.
WESTMŸN Mining
Contract. WESTMŸN
currently owns certain mining equipment for use in mining
cryptocurrencies. WESTMŸN will enter into a mining agreement
with the Company and allow the Company to purchase its mining
equipment at a preferred rate.
2.
Company Exchange for
WESTMŸN Mining Contract.
(a)
Exchange of Company
Common Shares. The Company
agrees that, in exchange for WESTMŸN entering into the crypto
mining agreement, which includes the right for the Company to
re-sell mining equipment to the Company’s affiliates, the
Company will issue 40,000,000 (forty million) restricted common
shares in the Company to WESTMŸN.
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(b)
Common Stock
Earnout. WESTMŸN shall
have earned and shall receive additional Company common stock
(“WESTMŸN Earnout”), which shall be issued by the
Company to WESTMŸN, in the following amounts and upon
achieving and satisfying the following
requirements:
i.
The
following shall be used to determine WESTMŸN’s Earnout
of additional Company common stock:
1)
Number of Earnout
Shares: shares earned are by
number of shares and are not determined by stock
price;
2)
WESTMŸN Monthly
Revenue: reference to
WESTMŸN Monthly Revenue shall be the gross revenues per month
generated, or averaged over a four-month period, from and/or
attributed to:
A. Revenue
for the Company from the retail price of mining equipment excluding
the setup fee.
3) Revenue
Milestones:
WESTMŸN’s Monthly Revenue Milestones shall
be:
A.
“1st
Revenue Milestone” is USD
$1,000,000 of WESTMŸN Monthly Revenue;
B.
“2nd
Revenue Milestone” is USD
$2,500,000 of WESTMŸN Monthly Revenue;
C.
“3rd
Revenue Milestone” is USD
$4,000,000 of WESTMŸN Monthly Revenue; and
D.
“4th
Revenue Milestone” is USD
$5,500,000 of WESTMŸN Monthly Revenue.
4) Common
Stock Award: WESTMŸN is
eligible to earn the following separate and independent awards of
Company common stock:
A.
“1st
Common Stock Award” is 15
million shares of Company common stock;
B.
“2nd
Common Stock Award” is 20
million shares of Company common stock;
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C.
“3rd
Common Stock Award” is 25
million shares of Company common stock; and
D.
“4th
Common Stock Award” is 25
million shares of Company common stock.
ii.
WESTMŸN
shall receive the following earnouts, when achieved:
1)
the 1st
Common Stock Award, when the
1st
Revenue Milestone has been exceeded
for four (4) months;
2)
the 2nd
Common Stock Award, when the
2nd
Revenue Milestone has been exceeded
for four (4) months;
3)
the 3rd
Common Stock Award, when the
3rd
Revenue Milestone has been exceeded
for four (4) months; and
4)
the 4th
Common Stock Award, when the
4th
Revenue Milestone has been exceeded
for four (4) months.
The Parties acknowledge and agree that
WESTMŸN’s Earnouts can be achieved through application
of certain months to more than one Revenue Milestone. For example,
if WESTMŸN’s Monthly Revenue exceeded the
3rd
Revenue Milestone ($4.0 million
monthly revenue) for four months following the Effective Date of
this Agreement, WESTMŸN would receive all of the
1st,
2nd,
and 3rd
Common Stock Awards (60 million
cumulatively awarded shares).
3.
Warranties; Indemnities; Limitations.
(a)
Warranty
Against Infringement. WESTMŸN warrants that its crypto mining
agreement does not infringe any patent, trademark, or other
intellectual property.
(b)
Warranty
of Authority. WESTMŸN warrants that it has the power and
authority to enter into the crypto mining agreement with the
Company.
(c)
Exclusion
of Other Warranties. EXCEPT AS MAY OTHERWISE BE
SET FORTH HEREIN, THE WARRANTIES IN THIS SECTION
ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED.
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(d)
Representations.
i.
WESTMŸN
represents that it has authorization to enter into the crypto
mining agreement contemplated in this Agreement.
ii.
WESTMŸN
represents that the mining is unencumbered and WESTMŸN is
unaware of any third-party claims to the WESTMŸN mining
equipment.
iii.
The
Company represents that it has, or will obtain approval for,
sufficient shares of common stock available to meet the earnout
obligations of this Agreement.
(e)
Indemnification.
The Parties shall indemnify and hold one another harmless and, at
their own expense, defend the other Party and its respective
subsidiaries, affiliates, directors, officers, employees,
representatives, partners, members, managers, agents, attorneys,
successors and assigns (“Indemnified Persons”) from and
against any and all thirdparty claims, losses, costs and expenses
or liabilities (including direct, indirect, incidental,
consequential, special, or punitive damages suffered or alleged, as
well as reasonable legal fees and expenses incurred), relating to
or arising out of:
i.
any
failure by the other Party to comply with its obligations under
this Agreement;
ii.
breach
of any of the Parties representations or warranties to one another;
or
iii.
any
failure by a Party, for any reason to comply with all applicable
laws, rules and regulations, including any applicable regulatory
organization or agency.
(f)
Indemnification
Notification. When any claim for indemnification arises under this
Agreement, a Party shall promptly notify the other Party of the
claim, and when known, the facts constituting such claim, and the
amount or an estimate of the amount of the liability arising
therefrom.
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4.
Miscellaneous Provisions.
(a)
Tax
Compliance. The Parties agree to pay their respective taxes
including applicable sales, use or excise taxes, VAT or similar
governmental charges.
(b)
Public
Disclosure. The Parties acknowledge that this Agreement will be
made public as part of the Company’s disclosure
obligations.
(c)
Assignment.
Neither party may transfer or assign its rights or obligations
under this Agreement without the prior written consent of the other
party, except that no consent is required for a transfer or
assignment to: an affiliate; or made as part of a
re-organization.
(d)
No
Third-Party Beneficiary. The Parties Agree that this Agreement does
not create rights in third parties and there are no intended
third-party beneficiaries of this Agreement.
(e)
Due
Diligence. By executing this Agreement, each Party acknowledges
they have each conducted, or have had an adequate opportunity to
conduct, their respective due diligence investigation into the
terms of this Agreement and those representations made by the other
Party in support of such terms herein, as well as the business,
financial, accounting, physical operations, and legal aspects of
the other Party.
(f)
Expenses.
Each Party shall be responsible for and shall bear their own fees
and expenses relating to entering in to this Agreement, including
any due diligence investigation.
(g)
Announcements.
The Parties agree to coordinate any announcement of this Agreement,
or disclosure of the terms herein.
(h)
Choice
of Law, Exclusive Jurisdiction and Venue. All matters arising from
or related to this Agreement shall be governed by the laws of the
State of Nevada without application of conflict of law principles.
Any dispute that may arise out of or is related to this Agreement
shall be submitted to the Federal or state courts in or serving
Nevada, and the Parties submit to the jurisdictions of such courts.
Any objection to Xxxxx County, Nevada as the exclusive venue of any
litigation is hereby irrevocably waived.
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(i)
Severability.
Any invalidity, in whole or in part, of any provision of this
Agreement shall not affect the validity of any of its other
provisions. If any provision, or part thereof, is deemed by a court
to be invalid or unenforceable, such court shall be empowered to
reform that provision as necessary to be valid and to reflect, as
closely as possible, the intention of the parties underlying the
invalid provision; if the provision cannot be so reformed, then the
invalid portion shall be stricken to the extent necessary to
preserve the validity of the other provisions hereof.
(j)
Waiver.
A waiver of a breach or default under this Agreement shall not be a
waiver of any subsequent breach or default. Failure of either party
to enforce compliance with any term or condition of this Agreement
shall not constitute a waiver of such term or condition then or in
the future.
(k)
Notices.
All notices required under this Agreement shall be deemed effective
when received in writing by either (i) registered mail or certified
mail, return receipt requested and postage pre-paid, (ii) scanned
electronic copy of a signed original exchanged between the
respective representatives of the Parties emailed to the address
below with confirmation of receipt, or (iii) overnight mail that
produces written evidence of delivery addressed to either party at
the address specified below:
If
sent to WESTMŸN:
Attn:
Xxxxxxx Xxxxxxx
Xxxxxxx
& Associates, PC
0000
X. Xxxxxxx Xxxxx, Xxxxx 000
Xxxx,
Xxxx 00000
xxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx
If
sent to the Company:
Attn:
Xxxxxxx Xxxxxx
Chief
Operations Officer
Investview
Inc.
000
Xxxx Xxxx
Xxxxxxxxx,
XX 00000
xxxxxxx@xxxxxxxxxxx.xxx
Either
party to this Agreement may change an address relating to it by
notice to the other party in accordance with the provisions of this
paragraph.
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(l)
No
Partnership or Joint Venture. This Agreement shall not operate so
as to create or recognize a partnership or joint venture of any
kind between the parties hereto; nor will this Agreement create an
implied fiduciary relationship or duty upon the
Parties.
(m)
Force
Majeure and Other Events. Neither party will be responsible for any
loss or damage to the extent caused directly or indirectly by any
act of God, war, civil disturbance, natural calamity, flood, act or
omission of any exchange, market, utility, communications service,
common carrier, Internet or network access or backbone provider or
information provider, electrical outage or disturbance, brownout or
black-out, delay in mails, malicious third-party action or any
other cause beyond such party’s reasonable
control.
(n)
Attorneys
Fees. The Parties agree that if a dispute arises under this
Agreement the prevailing party in such dispute is entitled to its
attorneys fees and costs in pursuing or defending any claim or
dispute arising under or in connection with this
Agreement.
(o)
Termination
upon Notice of Insolvency. A Party may suspend or terminate this
Agreement immediately if a Party becomes insolvent or unable
generally to pay its debts as they become due, makes an assignment
for the benefit of creditors or applies for or consents to the
appointment of a trustee, custodian, or receiver.
(p)
Voluntary
Termination. Either Party shall have the right to voluntarily
terminate this Agreement at any time during the term of this
Agreement. The Terminating Party must provide the Non-Terminating
Party with notice of intent to terminate. Notice
shall be provided by the Terminating Party to the
Non-Terminating
Party according to Section 4(k) of this Agreement. Once proper
notice has been provided, a period of One Hundred Twenty (120)
calendar days (“Notice Period”) shall run before the
term of the Agreement shall be cancelled (“Termination
Date”).
Any
and all existing and valid crypto contracts that originated before
the Termination Date shall survive the termination of the Agreement
and remain with WESTMŸN.
(q)
Entire
Agreement. This Agreement is the entire agreement between the
parties hereto. All prior proposals, understandings, and other
agreements, whether oral or written, between the parties that
relate to this subject matter are hereby superseded and
revoked.
(r)
Amendment.
This Agreement may not be modified or altered except in writing by
an instrument duly executed by both parties. The Parties expressly
agree that they have had a full opportunity to conduct their own
independent due diligence into the other Party and its
representations.
(s)
Counterparts.
This Agreement may be executed in multiple
counterparts.
*** Signature Page Follows
***
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IN
WITNESS WHEREOF, the duly authorized officers or representatives of
the Parties have executed this Agreement as of the date set forth
below, intending legally to be bound and for this Agreement to be
effective as of the Effective Date.
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WESTMŸN TECHNOLOGY SERVICES, INC.
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a Nevada corporation
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BY:/s/
XXXXXX XXXX
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BY:
/s/ XXXX
XXXXX
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Name:
Xxxxxx Xxxx
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Name:
Xxxx Xxxxx
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Title:President
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Title:CEO
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Date:
May 1, 2018
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Date:
May 1, 2018
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