Introduction

• This is a public document showing the full terms and conditions of a proposed joint venture contract between two parties for the successful development of a TSYS Group Component.

• This proposal is generally expected to be (nearly)concurrently executed with the adoption of the charter for the component.

• This repository is meant to be forked to a private, proprietary, confidential repository to become a proper, legally binding contract.

• This proposal is licensed under the AGPL v3.0 only. Once it's converted into a contract , it will be assembled with a small amount of proprietary components:

  • PARTY2 name/contact details
  • PARTY1 contact details
  • Entity in scope
  • Execution date
  • Ownership/distribution arrangements (may be partially in this JV contract, and/or partially in the operating agreement)

  (Our INC charters and LLC operating agreements are licensed the same with a mirroring clause for this JV contract)

• If any other modifications to this propsoal arise (other than those listed above), they must be done in this repository and placed under AGPL v3.0 only. This allows for effortless pre-deal due-diligence while preserving the confidentiality of the negoitations among the involved development parties.

• Party 2 may elect to have the forked repository be public/read only as they wish. Party 1 hereby agrees to that option automatically upon Party 2 election to-do so, as long as PARTY1 contact details are redacted.

• Party 1 formal legal name is TBD but prior to inclusion in the executed JV contract, it can be considered as a fund/vehicle of Redwood Springs Capital Partners LLC , aka FUNDCO as a placeholder. Details remain to be worked out around legal / administrative / tax implications etc for the fund/vehicle (for example if it will be a joint development fund for all of these component ventures or a fund per component etc) Those details will have no material effect on the letter or spirit of this proposal. They are the dotting of I and crossing of T inherent in creating a venture capital firm and it's funds/vehicles. The funds/vehicles will be purely for the purposes of asset segregation, liability scoping, administrative matters, licensing/ownership of IP, taxes, accounting and related purposes. They will make whatever investment in the component and then receive any returns or other outcomes that may occur. They are purely single purpose shell entities to manage an investment/set of investments into these components.

• Party 2 can be any "person" (legal entity or individual) who can legally enter into a contract with a US entity (ie not subject to sanctions or otherwise prohibited by any/all applicable law from entering into a contract with a US entity).

• The contract resulting from the forking/execution of this proposal will be governed solely and entirely by Texas law.

• All disputes are hereby auto resolved in the favor of {{PARTY1}}.

• All rights to trial by jury, arbitration, relief of any kind are hereby waved by {{PARTY2}} (except in cases of clear civil or criminal acts by {{PARTY1}} officers) (gross negligence) etc as is standard exception in the law.

• {{PARTY2}} hereby certifies they have conducted extensive due diligence on {{PARTY1}} and it's officers, and the {{INSCOPEENTITY}} including any public material and private material that may have been provided by the officers of {{PARTY1}} and/or the officers of the {{INSCOPEENTITY}} and are entering into this agreement having fully read and understood it.

• A particular PARTY2 may only enter into a joint venture contract for only a single listed in scope component listed herein as defined in the section "Parties to the contract" subsection "Entity that {{PARTY2}} is agreeing to develop".

• A particular PARTY2 may invest into one or more or any number or combination, syndication etc of Redwood Springs Capital Partners funds as a Limited Partner. That is a distinct arrangement from this joint venture contract. No special rights are granted to Limited Partners of Redwood funds who have a joint venture contract arrangement.

• A particular PARTY2 may enter into a development/support/consulting etc contract with one or both of EzEDA and EzPodStack. That is not considered a joint venture contract arrangement, but rather a standard development/support/consulting service contract with a free / libre / open software project.

• A particular PARTY2 may enter into one or more contracts with Redwood Family Office for legal/insurance/investment and any other services offered by Redwood Family Office to TSYS Group stakeholders. That is not considered a joint venture contract arrangement, but rather a standard contract for services with a service provider. In fact, as an LP and as a joint venture contract party they may be required to be enrolled into multiple contracts with Redwood Family Office with different terms as part of both the joint venture terms and RWSCP fund terms.

• A particular PARTY2 engaged in (any stage of) a joint venture contract arrangement with a TSYS Group Component, may approach, negotiate with and (as applicable) enter into a contract with any other one or more TSYS Group components to purchase their products or services without any legal concerns from this resulting contract.

• The spirit of the restrictions of a particular PARTY2 to a single joint venture with TSYS Group is to prevent a monopoly of influence on TSYS Group by a single particular PARTY2. However, we understand that a number of investors will want exposure to the entire TSYS Group portfolio, either actively or passively or may through other active or passive holdings end up heavily investing into RWSCP/TSYS Group (perhaps through the RWSCP BDC inclusion into the large index funds etc). A joint venture agreement comes with substantial control/influence/responsibility as opposed to LP investments into RWSCP funds.

TSYS Group Components in scope of this proposal

• Americans For A Better Network INC (AFABN)

• Side Door Group INC (SDG)

• Side Door Solutions Group INC (SDSG)

• The Campus Trading Company LLC

• Redwood Springs Capital Partners LLC (RWSCP)

• ThePeerNet.com LLC

• MerchantsOfHope.org LLC

• TeamRental.net LLC

• YourDreamNameHere.com LLC

• AP4AP.org LLC

• sol-calc.com LLC

• HFNOC LLC

• HFNFC LLC

• Suborbital Systems Development Company LLC

• RackRental.net Operating Company LLC

TSYS Group Components not in scope of this contract

The following

• organizations
• entities
• components

are not in any way / shape / form a part of this proposal or executed contract:

• Turnkey Network Systems LLC (as a whole)
• Axios Heart Studios (series) LLC
• Known Element Enterprises (series) LLC
• Wyble Family Office (series) LLC
• Reachable CEO Enterprises (series) LLC
• RackRental.net (series) LLC (TSYS Group HQ Rackrental.net Franchise) (it's agreement with RackRental.net Operating Company LLC allows it all the same terms as other franchies, except that RackRental.net (series) receives 100% of it's revenue under its franchise contract)(instead of 60%).
• Starting Line Productions (series) LLC (TSYS Group HQ StartingLineProductions.com Franchise) (it's agreement with RackRental.net Operating Company LLC allows it all the same terms as other franchies, except that StartingLIneProductions(series) receives 100% of it's revenue under its franchise contract)(instead of 60%).
• Asset holding,shell,licensing and other (super)(cell) or regular series and/or stand alone legal entities (aka TDCMP entities) providing non-operational functions for TSYS group and/or TSYS group components

No:

• interest
• influence
• partnership
• joint venture
• any other relationship

is either implicitly or explicitly

• implied
• offered
• extended

as part of this proposal or executed contract

None of the above listed components have any privity created by this contract and are not in any way (either by letter or spirit) in scope of this contract.

{{PARTY1}} contributions, responsibilites and context relating to the proposed Joint Venture

• {{PARTY1}} currently and will continue todo so (via being a manager of Known Element Enterprises LLC) retains all operational control of hosting infrastructure (DNS/domain etc) (excluding compute/storage/network for customer data)
• At the direction of {{PARTY1}} in their capacity as a manager of Known Element Enterprises LLC (aka KNEL) KNEL will enter into a definitive agreement with {{PARTY2}} and {{INSCOPEENTITY}} within five calendar days of execution of this contract to provide core IT/business infrastructure services on the same footing as it provides them to other TSYS group components.

See KNEL contract template terms for details on the scope of services provided.

This support does NOT include :

• compute
• storage
• bandwidth
• connectivity

for customer workloads or data. That will need to be provided at {{PARTY2}} full expense, ownership and responsibility.

KNEL will work with {{PARTY2}} on an on-going basis in a prompt , professional manner to facilitate secure , necessary connections and data flow between KNEL back end systems (such as API and payment gateways and other standard services and/or services otherwise negotiated) and {{PARTY2}} customer workload systems.

An exception to the provision of

• compute
• storage
• bandwidth
• connectivity

is hereby granted for :

• RackRental.net (series) LLC (TSYS Group HQ RackRental franchise)
• Starting Line Productions.com (series) LLC (TSYS Group HQ StartingLineProductions franchise ).
• sol-calc.com micro service (back end for any sol-calc.com frontend franchises)
• sol-calc.com (TSYS Group HQ sol-calc.com front end franchise)

Any other franchises of:

• RackRental
• STL
• sol-calc.com microservice

must provide their own:

• compute
• storage
• network
• (for RackRental and STL franchisees) rentable assets (and custom front-end website if desired)
• (for non TSYS sol-calc micro service franchisees) front-end website

KNEL will provide franchisees use of the KNEL systems as a control/support plane (for rentals)

• RackRental.net Operating Company LLC will complete the development of RackRental middleware / backend (micro services). The code will remain proprietary to RackRental.net Operating Company LLC. The runtime components resulting from the code will be exposed as consumable micro services for use by franchisees.

• {{PARTY2}} , {{INSCOPEENTITY}} , {{PARTY1}} (in it's capacity as a manager of Known Element Enterprises LLC) will jointly complete the deployment, necessary custom development, configuration etc of signup, payment and other Known Element Enterprises micro services as needed within 30 days of this contract execution.

• {{PARTY1}} is providing extensive support and value via

  • KNEL Micro services
  • Brands
  • Startup Starter Package
  • Advisory office hours to the group components as needed

{{PARTY2}} contributions, responsibilites and context relating to the proposed Joint Venture

• {{PARTY2}} will retain all financial control (bank accounts/third party payment processors) of the business (unless otherwise negotiated).

• {{PARTY2}} will negotiate and execute a contract for with Known Element Enterprises LLC for providing IT/business services to {{INSCOPEENTITY}} within 5 calendar days of executing this contract with {{PARTY1}}.

• {{PARTY2}} will have a very high degree of control (subject to negotiation as applicable with {{PARTY1}}) (especially in the instances of Suborbital/HFNOC/HFNFC) over the:

• Business Plan

• Funding / Fundraising

• Website

• Application design/development

• Customers

• Partners

• Vendors (as long as they don’t provide a service provided by KNEL) (or a negotiated exception is granted)

• Employees

• Contractors

• Licensing of code

• Terms of service

• Pricing

• Executive team

• Franchie terms (for STL/RackRental/sol-calc.com) (excluding TSYS Group HQ franchises)

• Series LLC members

• Series LLC operating agreement (other than non override parts from the Turnkey Network Systems LLC operating agreement)

• TSYS Group board committee for the series

• etc

for all TSYS Group components

(with some exceptions noted below)

• StartingLineProductions.com/RackRental.net/sol-calc.com microservice and (TSYS Group HQ franchise): ({{PARTY1}}/RackRental.net series LLC will ensure close consultation / collaboration / code availability to {{PARTY2}} on any design/development done on the STL/RackRental.net/sol-calc.com website/microservices) so as to not negatively impact the value of the business or relationship with franchises.

• Redwood Springs Capital Partners Funds related to Suborbital/HFNOC/HFNFC

• Suborbital Systems

• HFNOC

• HFNFC

• {{PARTY2}} wants to be a leader, be in the driver seat, put their brand/stamp on everything.

• {{PARTY2}} has a deep network of relevant personnel/talent , a deep contact network etc to increase the likelihood of success.

• {{PARTY2}} understands that {{PARTY1}} has no real interest in TSYS Group components outside of Suborbital/HFNOC/HFNFC but would like to retain a minority silent stake in all components in exchange for the contributions outlined in the section titled "{{PARTY1}} contributions, responsibilities and context related to the proposed Joint Venture.

Known Element Enterprises (KNEL)

While not in scope of the joint venture proposal or resulting contract as an investble entity, KNEL is an intergral part of TSYS Group as the management company and was created at TSYS Group formation. As such, understanding it's role is crucial for {{PARTY2}}.

• Please see the : KNEL Plan

Americans For A Better Network (AFABN) The Free Network Foundation (FNF) / Side Door (Solutions) Group (SD(S)G)

• Please see the FNF/AFABN Plan
• Please see the SDG Plan

Free Libre Open Project - EzEDA.org

• Please see the EzEDA Plan

Free Libre Open Project - EzPodStack.org

• Please see the EzPodStack Plan

Redwood Springs Capital Partners (RWSCP)

• Please see RWSCP Plan

RWSCP Initially Proposed Distributions

Fully discussed in the plan (and/or linked governance documents/operating agreement etc).

Free Libre Open Company/Concept - Redwood Group Family Office

• Please see the Redwood Family Office Plan

RackRental.net Operating Company LLC

A bit of explanation is required for this one.

For clarity this is NOT for the RackRental.net (series) LLC (aka TSYS HQ RackRental Franchise).

This is for the RackRental.net Operating Company LLC, which is the franchisor of RackRental/Starting Line Productions:

- the brand
- control plane
- supporting microservices

to those who wish to rent out their own lab equipment/space/time.

• Please see the : RackRental Plan.

This is the business/product/operations plan/operating agreement/franchise agreement for development of the RackRental/STL franchisor business and also includes a franchisee business plan (the one used by RackRental.net (series) LLC/Starting Line Productions (series) LLC.).

It's much different that the other plans, as this is entirely a sales driven "virtual" business with (close to if not entirely) zero product development work needed on the part of {{PARTY2}}.

RackRental.net Operating Company LLC Initially Proposed Distributions

A bit of context on these numbers:

FranchiseeCo123 generates $100.00 in revenue:

• $60.00 goes to FranchiseeCo123 (as the franchisee) (as they get 60% of revenue)
• $40.00 goes to RackRental.net Operating Company LLC (as the franchisor) (as they get 40% of revenue)
• $4.00 (of the $40.00) goes to {{PARTY1}}
• $36.00 (of the $40.00) goes to {{PARTY2}}

The Campus Trading Company

• Please see the The Campus Trading Company Plan

Suborbital Systems

• Please see the : Suborbital Systems Plan

Suborbital-Systems.net Initially Proposed Distributions

MeetMorse

• Please see the : MeetMorse Plan

Suborbital-Systems.net Initially Proposed Distributions

High Flight Networks Operating Company

• Please see the : HFNOC Plan

High Flight Network Operating Company Initially Proposed Distributions

High Flight Networks Finance Company (HFNFC)

• Please see the : HFNFC Plan

High Flight Network Finance Company Initially Proposed Distributions

AP4AP.org

• Please see the : AP4AP Plan

AP4AP.org Initially Proposed Distributions

MerchantsOfHope.org

• Please see the : MerchantsOfHope.org plan

MerchantsOfHope.org Initially Proposed Distributions

TeamRental.net

• Please see the : TeamRental.net Plan

TeamRental.net Initially Proposed Distributions

Sol-Calc.com

Please see the : Sol-Calc Plan

Sol-Calc.com Initially Proposed Distributions

ThePeerNet.com

• Please see the : ThePeerNet.com Plan

ThePeerNet.com Initially Proposed Distributions