UNINCORPORATED ASSOCIATION AGREEMENT MDISNET AND _________________ This agreement made and entered into as of the __________________, by and among MDISNET and _______________ (Hereinafter collectively sometimes referred to as "Associates"). WITNESSETH: Whereas, the Parties hereto desire to form an Unincorporated Association (Hereinafter referred to as the "Association"), for the term and upon the conditions hereinafter set forth; Article I BASIC STRUCTURE FORM The Parties hereby form an Unincorporated Association pursuant to the laws of the State of California. NAME The business of the Association shall be conducted under the name of MDISNET and ______________. PLACE OF BUSINESS The principal office and place of business shall be 577 N. "D" ST.#102, San Bernardino, CA 92401, or other place as the Associates may from time to time designate. TERM The Association shall commence on the __________________, and shall continue for 1 full year unless earlier terminated in the following manner: (a) By the completion of the purpose intended, or (b)Renegotiations of profit sharing percentages, or (c) Pursuant to this agreement, (d) By applicable law (e) By death, insanity, bankruptcy, retirement, withdrawal, resignation, expulsion, or disability of all of the then Associates of MDISNET and _______________. PURPOSE - GENERAL The purpose of which the Association is organized is for the sharing of profit on a percentage basis as generated by and for each Associates separate operation. MDISNET will share in the profit on a percentage basis business they generate for ______________. _______________ Will share in the profit on a percentage basis business they generate for MDIS. Overhead and expenses generated shall be separately incurred and paid by them separately unless otherwise agreed to and added to this agreement by a signed amendment. Article II FINANCIAL ARRANGEMENT Any capital contributions made by the Associates, if any, shall not earn interest. An individual capital account may be maintained for each Associate by that particular Associate should it be deemed necessary during the term of the Association to contribute capital. The determination will be made after the decision is understood and agreed to by all Parties. The Percentage Share of the Profits of each Associate shall be (unless otherwise modified by amendment or terms of this Agreement) as follow: NAME PERCENTAGE SHARE OF PROFITS MDISNET _____% (represents profits as generated by them for Associate) Associate _____% (retention of profits) Associate _____% (represents profits as generated by them for MICRO-DATA INFORMATION SYSTEMS) MICRO-DATA INFORMATION SYSTEMS _____% (retention of profits) No Associate shall not be entitled to receive any compensation from the Association, nor shall any Associate receive any drawing account from the Association. All overhead and expenses incurred shall be paid by each individual Associate. Article III MANAGEMENT Management of the Association will be designated by the Association to manage the Association records and distribution of profits. Article IV DISSOLUTION In the event the Association shall hereafter be dissolved for any reason whatsoever, a full and general account of its liabilities towards the Association shall at once be taken. All debts and other amounts due the Association will be paid to each Associate or their legal representative. The amount to be paid to discharge any liabilities shall be in proportion to the agreed profit sharing percentage. No Associate shall have the right to demand and receive property in kind for their distribution. Article V MISCELLANEOUS The Associations fiscal year shall commence on January 1st of each year and shall end on December 31st of each year. Full and accurate books of account shall be kept at such place as the Managing Associate from time to time designate showing the condition of the Association business and each Associate shall have access to such books or records of account and shall be entitled to examine them at any time during regular and ordinary business hours. Any controversy or claim arising out of or relating to this agreement shall only be settled by arbitration in accordance with the rules of the American Arbitration Association, one Arbitrator, and shall be enforceable in any court having competent jurisdictions. WITNESSES ASSOCIATES ________________________________ ____________________________ ________________________________ ____________________________ DATED ________________________________ |
