PARTNERSHIP AND RACING AGREEMENT
HARNESS RACING OWNER
This agreement is made on the ___ day of __________, 2008 between
___________________________
(“Investor”) and Harness Racing Owner, a trade name of ___________
NUMBERED COMPANY (“HRO”)
for the formation of a joint venture to race Standardbred horses under the
following provisions:
1. TERM
1.1 This agreement shall commence upon the execution of this agreement
and shall continue until any Racehorse is no longer owned by HRO,
dissolved by agreement of all parties or terminated under theprovisions of
this agreement.
2. ASSETS OWNERSHIP, REVENUES, EXPENSES AND SALE PROCEEDS
2.1 The actual title to the Racehorse and all other assets related to this
agreement shall at all times remain owned entirely by HRO (Manager of
this venture).
2.2 Investors are entitled to Revenues and Sale Proceeds arising from this
Racehorse and are responsible for all related Expenses, each in
proportion to his or her share in each racehorse.
3. VALUE
3.1 There is no lease arrangement created by this agreement. No
ownership or other interest in the Revenues, Expenses, or Sale Proceeds
of any other horse syndicated, owned or managed by HRO or any related
entity is a part of this agreement.
4. MONTHLY STATEMENTS
4.1 An accounting of the Revenues, Expenses and Sale Proceeds of
any/all Racehorses shall be delivered to each Investor within forty five (45)
days after each month.
4.2 In unprofitable months, a balance will be due from the Investor to
cover his or her share of expenses not covered by net earnings. This
balance due is payable immediately as directed by the Manager.
4.3 Should the Racehorse be claimed, sold, die, or otherwise no longer be
owned by HRO, a final accounting shall be prepared and a statement and
final bill will be sent to Investor within 45 days.
5. MANAGERS
5.1 The Managers of this joint venture is HRO who shall devote such time
necessary to meet the requirements of this agreement. HRO has a
demonstrated record of successfully managing racing ventures, and shall
use its sole discretion and reasonable care to make any and all
management decisions without any limitation. For these services,
Manager shall be entitled to:
a) Commissions on Purses 5%
b) Commissions on Profitable Sales (5% of any sale proceeds
exceeding the Syndication value) (example a horse is claimed by
HRO for $10,000 and claimed for $15,000, the 5% is applied to the
difference or $5,000)
c) Administrative Fee (as determined by HRO and disclosed
periodically to Investors). HRO will also be reimbursed for
necessary expenses incurred on behalf of Racehorse, and will
include these in monthly Expenses. Manager reserves the right to
revise all Agreements for this and any other Racehorse Investor is
a party to, with thirty days notice sent via e-mail to Investor.
6. INDIVIDUAL INVESTOR
6.1 Investor has a fiduciary responsible to act in at all times in the best
interest of the venture, including remitting required expenses to the
Manager no later than 7 days after the receipt of a bill and keeping
Racehorse information confidential. Investor expressly understands that
this is a highly speculative investment, with no guarantee of any return
whatsoever, and the possibility that losses in excess of Initial Capital may
be incurred for an extended period of time.
7. INVOLUNTARY REMOVAL OF AN INVESTOR
7.1 An Investor may be removed from this and all other Racehorse
Syndicates Managed by HRO for violating the terms of this agreement,
specifically including non-payment or chronic late payment of any amounts
due.
7.2 When an Investor is in violation of any of the terms of this agreement,
the Manager shall notify him by e-mail, and the Investor shall have 7 days
to cure the violation. Should the Investor not comply, he or she shall forfeit
his or her interest in this and all other ventures and lose his or her capital.
7.3 In addition to removing the Investor, the Manager shall be entitled to
seek additional relief, including legal, collection costs, and interest at the
rate of 1.5% per month (18% per annum).
8. SALE OF INTERESTS
8.1 An Investor may sell his interest in this venture at any time, but the
future purchaser of any Racehorse must be a member in good stand with
HRO.
8.2 The sale of an interest may be conducted via the internet section on
the HRO website appropriately designated as such.
9. LIMITED POWER OF ATTORNEY
9.1 By executing this agreement, you give the Manager the limited Power
of Attorney to sign on your behalf any documents necessary to conduct
the normal operations of this venture.
10. MULTIPLE COUNTERPARTS
10.1 This agreement may be executed in multiple parts, each of which
shall be deemed an original and together constitute one Sole agreement.
10.2 This instrument contains the sole agreement relating to this venture. It
correctly sets out the parties’ rights and obligations.
10.3 Any prior agreements, promises, negotiations, or representations not
expressly set forth in this instrument have no force or effect.
ACCEPTED AND AGREED TO:
___________________________________________
Investor’s Name (please print)
___________________________________________
Investor’s Signature
___________________________________________
Manager HRO |
