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THE BOSS COMPANY LLC DBA, MBNB GROUP
A CALIFONIA LIMITED LIABILITY COMPANY
DEALER JOINT VENTURE AGREEMENT
TERMS AND CONDITIONS

Last updated: JAN 01 2022

In accepting and electronically signing this Dealer Joint Venture Agreement (“Agreement”) you are agreeing and accepting its terms and conditions. By signing this agreement, you agree to obey and accept all operating instructions of its website and terms and conditions. MBNB GROUP is a California Limited Liability Company.

MBNB GROUP has the right at any time to divestiture, reallocate or redistribute mbnbgroup.com, with or without notice, no matter who possesses the ownership title. The Effective Date of this Agreement will be enforced upon the signing of both parties and when MBNB GROUP accepts and activates your dealership.

I-DEFINE THE USER OF THIS AGREEMENT
A- For purposes of this agreement, Joint Venture may be called JV MBNB GROUP B- For the purpose of this agreement, when we say we, us, ours, accounts or issuer, we are referring to MBNB GROUP also known as mbnbgroup.com a division of The Boss Company, LLC. A California Limited Liability Company. C- For purposes of this agreement, when we say you, yours, Dealers, Sub Dealer, brokers or your employees, we are referring to your company and your organization requesting a joint venture. D- For purposes of this agreement, customer, client, end user or account holder is all the same as borrower may be referred to as client or customer. E- For purposes of this agreement you will be assigned to a servicing company of our choice is the assignee or transferee.

PURPOSE OF THIS JOINT VENTURE AGREEMENT
1- With respect to this agreement and the signing of this Joint Venture, both parties agrees that they will work together and each will do their part so that this new venture will be successful, the dealer will market and sign up customers, MBNBGROUP.COM will oversee the daily operations of accounting and will manage the servicing center assigned to each customer.
2- With respect to this agreement a separate form MG100 will be signed which will define the ownership percentage of each party. Based on each partys ownership percentage, the sales and profits will be divided and distributed to each party after payment has been received.
3- Each party has the right to conduct business outside of this JV as separate and regular daily business.

II- DEFINE DEALERS RESPONSIBLILITY
WHEREAS, Dealer is legally and lawfully in business and is providing services to their customers and would like to enter into a joint venture to finance their purchases.
WHEREAS, Dealer is an experienced and professional service provider with excellent track record in their field.
WHEREAS, Dealer desires to enter into this joint venture Agreement whereby the Dealer provides end user products.
NOW THEREFORE, in consideration of the premises and the mutual promises herein, and in consideration of the representations, warranties, and covenants herein contained, the parties, incorporating the recitals into the Agreement, hereby agree as follows:
1. Appointment as Non-exclusive Dealer.
1.1 Subject to the terms and conditions of this Agreement and subject to such implementing rules and instructions as MBNB GROUP may issue from time to time, MBNB GROUP hereby appoints Dealer as a non-exclusive dealer for the products and services as set forth on this JV agreement.
1.2 MBNB GROUP reserves the right to appoint other dealers and do other joint ventures within the same sales area and the same products at its own discretion, as this is a NON- exclusivity joint venture.
1.3 MNBN GROUP will oversee the billing and collection and credit reporting.
1.4 If the master dealer is terminated all there sub dealer can apply to become master dealers.
1.5 If master dealer is terminated the sub dealer portal continues to operate as normal.

2. OBLIGATION OF DEALERS AND SUB DEALERS.
2.1 Dealer or Sub Dealer will energetically promote the sale and use of the Products and services without limitation to the generality of the foregoing. Master Dealer must perform a minimum of 10 client accounts per month to stay as Master Dealer.
2.1.1 Adequately maintain staff where they can maintain and respond to client needs and concerns and to provide excellent user end service. 2.1.2 Adequately maintain and perform workmanship that is satisfactory to their clients.
2.1.3 Accept all responsibilities and liabilities for their clients and keep clear MBNB GROUP and servicing companies and affiliates and assignee or transferee from any and all liability.
2.1.4 Act as a liaison between the end user and MBNB GROUP when special questions or concerns arise;
2.1.5 Maintain end users with adequate information about their services.
2.1.6 Arrange and ensure the prompt and efficient warranty, repair, upgrade or replacement. Repairs are pursuant to the Terms and Conditions.
2.1.7 Dealer must appropriately promulgate products and services.
2.1.8 Comply with all applicable laws and regulations, without limitation, with any requirements needed for the registration or recording of this Agreement with local governmental entities.
2.1.9 Accept all liability caused by dealer to MBNB GROUP and promptly reimburse the monitory damages.
2.2 All of the expenses incurred by Dealer relating to the sale of the Products and the provision of related services will be borne by Dealer except as otherwise expressly provided herein or agreed to in writing agreement by MBNB GROUP.
2.3 Dealer is responsible for the payment of all costs and expenses. At no time any expense will pass over or transfer to MBNB GROUP Dealer is responsible to pay all costs of day-to-day operations and maintain all requirements of licensing and permits required by law for their business.
2.4 Dealer is responsible for all payments received from client if there would be a dispute or charge back on credit card or ACH. When dealer has been paid for these payments, dealer must refund such payments immediately (within 3 working days) back to MBNB GROUP If dealer fails to do so, then the dealership account will be suspended and or may be terminated.
2.5 Dealer must maintain acceptable end user assistance and problem resolution to end users.
2.6 Dealer agrees that MBNB GROUP does not finance or serviced any B to B and that it only provides 3rd party servicing for end users.

2.7 When finance charges begin:
a- Account holders finance charges begin immediately when customer opens their account and the activity will show up on their monthly statement on a monthly basis.
b- The APR will be either 19.90% or the legal APR rate in customer state, whichever lower.
c- Minimum finance charges will start accumulating on customers accounts once the products and or services have been delivered or rendered. It is dealers responsibility to report to MBNB GROUP if the customer has not received their purchased items or services as required by the dealer so that the financed charges are NOT added to the account.
d- Medical and Dental customer account start accumulating finance charges 30 days after the medical procedures have been completed or the time allowed by customers state of residence, whichever is longer. It is the responsibility of the service provider to contact and inform MBNB GROUP to freeze the finance charges from accumulating on the account due to incomplete procedures or medical issues or any other reasons.

2.9 Sub Dealer
a- Sub Dealer has to follow MBNB GROUP rules and regulation same as master dealer.
b- Sub dealer cannot apply to become a master dealer unless gets released by the master dealer.
c- As a Sub Dealer all your account can be viewed by your Master Dealer.
d- The Master dealer can only see name and contact information of sub dealer customers not private detail about the customers.
e- As sub dealer you will not have access to any customer private information only what you see on the portal
f- Master Dealer can terminate their relationship with Sub Dealer you at any time.
g- MBNB GROUP can terminate their relationship with sub dealer at any time 10 days notice.
h- If the Sub Dealer becomes terminated for any reason their portal will be closed however their customer will continue to be fully supported till end of their term.
i- If master dealer terminates a sub dealer the sub dealer has the right to apply to become a master dealer.
j- If Sub Dealer applies to become a master dealer MBNB GROUP has the right to evaluate the sub dealer for master dealer approval.

2.8 Monthly minimum payment:
a. The default minimum monthly payments are the greatest of 10% of the original purchase amount or the amount you agree with customer and MBNB GROUP on the customer invoice.
b. In the event of an add on to the account, 10% of the new purchase amount will be added to your original payment amount of the original purchase. For additional add-ons, the same principle will apply.
c. The minimum payment will start 30 days from the date of the services or from the date that the products have been delivered or rendered.
d. The customer can always make higher payments then their minimum payment amount, but may not pay lower amount than the minimum payment amount unless approved by dealer and MBNB GROUP
e. Medical and dental field customer payment start 60 days after the medical procedures have been completed or at the time allowed by the customers state of residence. It is the responsibility of the service provider to inform MBNB GROUP and ask to suspend the billing and freeze interest accumulation on the account due to incomplete procedures or medical issues.

3. PROMOTIONAL INFROMATION
3.1 MBNB GROUP is a dealer website only and at no point any end users are allowed on this site and at no time dealer will share their login credential with end user and or any of their affiliates without prior written authorization from MBNB GROUP.
3.2 Every dealer may have a different deal with MBNB GROUP when it comes to cost of operation discount and fees. At no time the dealer is allowed to share their package deal with other dealers subject to termination.

4. DEALER COST AND FEES
4.1 Your cost and fees will be on form MG100 explained in detail. 4.11 Client accounts may require a down payment at the time of purchase.
4.2 The minimum initial financing amount to open an account with MBNB GROUP is $500.00 (five hundred Dollars & Zero Cents). Once the account is activated, we will allow add-ons with minimum charges of $500.00
4.3 Once the down payment is collected, and portion of the funds belong to the dealer according to the CB1991 agreement within 10 working days the net amount after deduction of the fees will be paid on 20th of the following month.

5. CANCELATION OR TERMANATION CLAUSE
5.1 MBNB GROUP reserves the right of all designed website and promotional items and at no time may dealer or its employees copy, duplicate or redistribute any or all portions of our systems of operation or contact any of our servicing centers directly for any reason unless a written permission has been obtained from MBNB GROUP. Otherwise, dealer will be in violation of this agreement and will be responsible for any and all monitary damages accrued by dealer to MBNB GROUP and their accounts will be immediately terminated.
5.2 The Dealer will keep the client, MBNB GROUP, their servicing centers, affiliates and assignee or transferee harmless of any and all claims if the client elects to join one of our educational websites outside of this agreement. 5.3 The dealer acknowledges that, from time to time, they will be exposed to trade mark materials, patented systems and private websites. The dealer agrees and warrants under legal financial responsibility that they will keep our system, website and marketing materials confidential and will not share any of its information with anyone other than law enforcement, if required.
5.4 MBNB GROUP is not obligated to work with any one dealer exclusively.
5.5 MBNB GROUP may stop and suspend or cancel services at any time it desires with or without justification if dealer is sending clients to other competitor organizations
5.6 If an account is suspended or terminated, the remaining open account will be serviced until it reaches a balance of zero funds. The funds will be held in a trust account and settled at the end of the last payment.

6. CONFIDENTIALITY
6.1 MBNB GROUP dealer prices, data, information, technology, and trade secrets (including, without limitation, the identity of MBNB GROUP dealers and customers and prospective dealers and customers and their requirements, MBNB GROUP methods of doing business, MBNB GROUP proprietary technical documentation, their website design and functionality, and all information relating to the Products and client personal information and MBNB GROUP operations) are deemed to be “Confidential Information”.
Any Confidential Information that is disclosed to Dealer, or otherwise acquired or learned by Dealer, will be treated as proprietary and confidential and at all times will be the exclusive property of MBNB GROUP. Neither Dealer nor any of its officers, directors, employees, or agents and or their affiliates may (i) disclose any Confidential Information to any person, firm, or corporation except with MBNB GROUP prior written consent; or (ii) use any Confidential Information except as necessary to fulfill its obligations hereunder. The foregoing does not apply to Confidential Information which is in, or enters, the public domain otherwise than by reason of a breach of this Agreement.
Dealer at no time may ask MBNB GROUP for client personal information such as date of birth or social security number, mailing address or phone numbers or any credit card information, as all information collected from client will be kept confidential except the credit reporting agencies and servicing centers and or assignee or transferee.
6.2 Dealer may disclose Confidential Information collected prior to involvement with MBNB GROUP to its directors, officers, employees, and agents and or assignee or transferee who have a need to know such Confidential Information, provided that each such person (or entity) is subject to a non-disclosure agreement with provisions at least as restrictive as those set forth in this Section 6.
6.3 Dealers obligations under this Section 6 will survive the expiration or termination of this Agreement, and will continue until such time as the Confidential Information enters the public domain, other than by reason of a breach of this Agreement. Dealer acknowledges that a breach of this Section 6 shall cause MBNB GROUP irreparable harm not fully compensable by money damages and that, upon such a breach, MBNB GROUP shall be entitled to immediate injunctive relief, without the requirement of posting bond, in addition to all other remedies available under this Agreement, at law or in equity.
6.4 In the event of termination or cancelation or expiration of this agreement, the confidentiality clause of this agreement will stay in force for eternity.

7. Relationship of Parties; Indemnification.
7.1 The relationship between the parties established by this Agreement is that of Joint Venture. Any information pertaining to either Parties business to which the other Parties is exposed as a result of the relationship contemplated by this Agreement shall be considered to be “Confidential Information.” Neither Parties may disclose any Confidential Information to any person nor entity, except as required by law, without the express written consent of the affected Parties
7.2 Dealer is NOT an agent or employee of MBNB GROUP, and accordingly has no right or authority to enter into any contracts or agreement on behalf of the MBNB GROUP, nor to assume or create any obligation or liability of any kind, express or implied, on behalf of MBNB GROUP.
7.3 Subject to the rights granted to and the obligations undertaken by it pursuant to this Agreement, Dealer will conduct its business at its own initiative, responsibility, and expense. Dealer will indemnify and hold MBNB GROUP and MBNB GROUP officers, directors, and employees and servicing companies and assignee or transferee and affiliates harmless against any and all claims, losses, costs, expenses, liabilities, and damages arising directly or indirectly from, as a result of, or in connection with Dealers operations pursuant to this Agreement, as well as MBNB GROUP costs, including attorneys fees, in defending against them.

8. Trademarks and Trade Name.
8.1 Unless otherwise agreed upon by the parties in writing, Dealer will clearly identify the Products as dealer products and will sell, market, promote, advertise, and describe the Products under dealer trademarks, trade names, model numbers, and other designations and terminology as set forth in Section 8.1.1. Dealer will not use the Trademarks except as set forth herein and in connection with the sale and marketing of the Products.
8.1 Dealer cannot assume or market MBNB GROUP website or our website as their business model. Any unauthorized use of the MBNB GROUP trademark by Dealer will constitute an infringement of MBNB GROUP rights and a material breach of this Agreement.
8.1.1
A-MBNB GROUP Trademarks:
B- MBNB GROUP design mark
C- PLAMP word mark
D- Operating system
E- Website design and its copy rights and information on line.
F- Our servicing centers and there computer system
G- The dealer cannot have any kind of direct agreement or contract with any of the servicing centers that are exposed in result of this JV agreement

8.2 MBNB GROUP will take all necessary steps if needed if such breach is against in 8.1.1G in its full capability of law for full monetary damages. Dealer will fully cooperate in obeying and respecting all trademarks and confidential information provided to them and will not circumvent in any way or shape or manner or form. Dealer will comply with this agreement and will not contact or do business with any companies or organization or servicing agents or affiliates and or assignee or transferee that MBNB GROUP is doing business with in result of exposures due to this website.
8.2.1 Furthermore, the dealer hereby agrees that its non-compete clause stands for 10 years after the termination date of this agreement. The dealer and any of its officers, employees, managers, members, advisory board members, and any present and/or former associates and ALL shall not circumvent this agreement and its recitals or covenants herein. Any breach of such restrictions and/or agreements to these facts shall be considered cause for immediate termination of this agreement and probable cause for legal action against the DEALER. 8.3 MBNB GROUP makes no representations or warranties of non-infringement with respect to the result of its client outcomes and their credit results.

9. Rights to Patent and website designs
9.1 Dealer will not be deemed by anything contained in this Agreement, or done pursuant to it, to acquire any right or title to, or interest in, any patent, now or hereafter covering, or applicable to any Product, nor in or to any invention system or website designs or improvement now or hereafter embodied in any Product, whether or not such invention or improvement is patentable under the laws of any country.
9.2 MBNB GROUP has the option to prosecute any patent infringement or copy right or trade mark claims and Dealer will cooperate with and render assistance to MBNB GROUP in such prosecution. Dealer will promptly notify MBNB GROUP in writing of any formal or informal notice to it or institution of any proceeding against it charging patent infringement.
9.3 If any patent infringement claim is made against Dealer charging that Dealers use of the Product infringes any patent, MBNB GROUP, at its sole option, in order to mitigate any damages which might thereafter accrue both to MBNB GROUP and Dealer, may instruct Dealer to discontinue selling the Product in question until such time as the dispute is settled or may defend the patent infringement claim, in which case Dealer will cooperate and render assistance to MBNB GROUP on such defense. If Dealer fails to comply promptly with said instructions of MBNB GROUP, MBNB GROUP will be discharged from any obligations or liabilities accruing thereafter.
9.4 In day to day process, if dealer comes across any one duplicating, copying our website, copyright material or trademark material, dealer must report this to MBNB GROUP immediately
10. Force Majeure. Notwithstanding any provision contained herein to the contrary, neither MBNB GROUP nor Dealer is liable or responsible for delay in performance or for nonperformance during any period in which such performance is prevented or hindered by any cause beyond MBNB GROUPs or Dealers reasonable control, including, but not limited to, fire, flood, war or act of war, embargo, labor difficulties, interruption of transportation, accident, explosion, riot or civil commotion, dieses outbreak or other act of nature or other cause beyond their control. In the event force majeure conditions prevent the performance of either party for a period greater than ninety (90) calendar days, MBNB GROUP may terminate this Agreement by written notice to the dealer and or putting the dealer on hold till further notice.

11. Term and Termination.
11.1 This Agreement is effective as of the Effective Date and will remain in effect for 5 years unless earlier terminated in accordance with the provisions of this Section 11. This Agreement will automatically renew for an additional 2 terms of 5 years, unless either party notifies the other party in writing at least fifteen (15) calendar days prior to the end of the Initial Term or any Renewal Term.
11.2 This Agreement may be immediately terminated by either party upon written notice to the other party, upon the occurrence of any of the following events: 11.2.1 The filing of any voluntary petition in bankruptcy or for corporate reorganization or for any similar relief by the other party; the filing of any involuntary petition in bankruptcy or its equivalent against the other party, not dismissed within sixty (60) calendar days from the filing thereof; the appointment of a receiver or the equivalent for the other party or for the property of the other party by any court of competent jurisdiction, which receiver has not been dismissed within sixty (60) calendar days from the date of such appointment; the inability admitted by the other party in writing to meet its debts as they mature; or occurrences similar to any of the foregoing under the laws of any jurisdiction, irrespective of whether such occurrences are voluntary or involuntary or whether they are by operation of law or otherwise; or
11.2.2 The de jure or de facto nationalization or expropriation by civil or military governmental action (whether or not with jurisdiction) of the other party.
11.3 This Agreement may be unilaterally terminated by MBNB GROUP, effective upon delivery of notice to the Dealer upon any breach by Dealer of the provisions of the Terms and Conditions and/or Sections 2.5, 6, 8 and/or 9 of this Agreement. 11.4 Without limiting Section 11.3, upon the breach of any obligation under this Agreement by the other party, the aggrieved party may give to the defaulting party notice of such breach, which notice will specify the exact nature of the breach and will expressly state the aggrieved partys intention to terminate this Agreement in the event the breach is not remedied within thirty (30) days after the receipt of such notice, and if after the expiration of such period, the defaulting party has failed or refuses to remedy such breach, and to pay the damages caused thereby, this Agreement may be terminated forthwith, effective upon dispatch of notice by the aggrieved party to the defaulting party.

12. Effect of Termination.
12.1 In the event of termination, all existing account holders will remain with MBNB GROUP till such a time the account is paid in full and all funds are distributed according to JV. After the account has a zero balance and if client desires to remain with their MBNB GROUP account and use the account for other activities, the JV no longer is in effect and funds collected of future businesses will be distributed according to the new client set up.
12.1.1 Parties agree that any termination of this Agreement according to the formalities specified herein will not constitute an unfair or abusive termination or create any liability not set forth in this Agreement of the terminating party to the terminated party. Unless expressly set forth herein, upon termination of this Agreement in any manner dealers accept to keep MBNB GROUP and its affiliates agents and servicing centers and assignee or transferee free of liabilities. Furthermore, the dealer may at no time seek monetary damages or loss of business revenue due to termination of this JV.
12.2 Notwithstanding anything to the contrary in this Agreement, no termination of this Agreement by either party will affect any rights or obligations of either party which are (i) vested pursuant to this Agreement as of the effective date hereof, or (ii) intended by the parties to survive such expiration or termination.
12.3 The right of either party to terminate is not an exclusive remedy, and either party is entitled alternatively or cumulatively to damages for breach of this Agreement, to an order requiring performance of the obligations of this Agreement, or to any other remedy available under applicable law.
12.4 In the event of early termination due to dealer request, all accounts will remain under supervision of MBNB GROUP till paid in full and there will be a 20 percent early termination fee charged. Furthermore, upon expiration or termination of this Agreement, Dealer will deliver to MBNB GROUP all materials protected under Section 6.
13. Assignability. The rights granted to Dealer under this Agreement are not assignable without the prior, written consent of MBNB GROUP. Any attempted assignment without the consent of MBNB GROUP is void and null. MBNB GROUP may assign its rights and obligations under this Agreement without the prior written consent of Dealer
. 14. Language; Notices and Other Communications. The English language version of this Agreement is controlling in case of any inconsistency between such version and any translation thereof. Any notice, request, consent, demand, or other communication given or required to be given hereunder is effective when sent if made in writing, in English, and sent by electronic mail or facsimile with a confirmation copy sent by overnight carrier to the respective addresses of the parties as follows:

Please mail to:
MBNB GROUP
PO BOX 9315
CALABASAS CA 91372
Phone: (818)324-4271
Info@MBNBGROUP.COM
15. No Waiver of Rights. Failure at any time to require the other partys performance of any obligation under this Agreement does not affect the right to require performance of that obligation. Any waiver of any breach of any provision of this Agreement will not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver or modification of any right under this Agreement.
16. Dispute Resolution. Except for disputes arising out or related to of intellectual property, any claim or dispute arising out of, or related to, this Agreement, or the making, performance, or interpretation thereof, will be finally settled by arbitration in accordance with the rules of the International Chamber of Commerce. The award of the arbitrator shall be the sole and exclusive remedy of the parties regarding any claims, counterclaims, issues, or accountings presented or pledged to the arbitrator. The fees, costs, and expenses of the substantially prevailing party will be borne by the non-prevailing party. All disputes arising out of or related to intellectual property shall be heard in the state or federal courts located in Richmond, Virginia, USA, and the parties hereby irrevocably consent to the jurisdiction of such courts for the resolution of such intellectual property disputes.
17. Counterparts. This Agreement may be executed in any number of counterparts and each counterpart constitutes an original instrument, but all such separate counterparts constitute only one and the same instrument.
18. Severability. Should any part of this Agreement be invalid, such invalidity will not affect the validity of any remaining portion which will remain in force and effect as if this Agreement had been executed with the invalid portion eliminated. It is the intent of the parties hereto that they would have executed the remaining portion of this Agreement without including such invalid portion.
19. Law to Govern. This Agreement is governed by and construed in accordance with the laws and in all respects by, Delaware law (USA).
20. Headings. The Section headings contained in this Agreement are for reference purposes only and have no effect in any way the meaning or interpretation of this Agreement.
21. Written Agreement to Govern. This Agreement sets forth the entire understanding and supersedes prior agreements between the parties relating to the subject matter contained herein and merges all prior discussions between them, and neither party is bound by any definition, condition, representation, warranty, covenant, or provision other than as expressly stated in this Agreement or as subsequently set forth in writing and executed by a duly authorized officer of each party.