Free Gym Investment Agreement

This Gym Investment Agreement ("Agreement") is made and entered into as of [Date], by and between [Your Company Name], a [State] corporation with its principal place of business located at [Your Company Address] ("Company"), and [Investor's Name], an individual/corporation with a principal place of business/residence at [Investor's Address] ("Investor").

1. Introduction

This Agreement outlines the terms and conditions under which the Investor will invest in the Company. It sets forth the rights and obligations of both the Company and the Investor, including the amount of investment, the structure of the investment, and the terms of repayment or return on investment.

2. Investment Details

2.1 Investment Amount

The Investor agrees to invest a total amount of $[Investment Amount] ("Investment Amount") in the Company. This investment will be used to fund the operations, expansion, and development of the Company’s gym facilities and related services.

2.2 Payment of Investment

The Investment Amount shall be paid by the Investor to the Company in the following manner:

• Initial Payment: $[Initial Payment Amount] due upon execution of this Agreement.

• Subsequent Payments: $[Subsequent Payment Amount] due on [Date/Interval] until the total Investment Amount is paid in full.

3. Equity and Ownership

3.1 Issuance of Shares

In consideration of the Investment Amount, the Company agrees to issue to the Investor [Number] shares of common/preferred stock in the Company, representing [Percentage]% of the Company’s equity.

3.2 Shareholder Rights

The shares issued to the Investor will have the following rights:

• Voting Rights: The Investor will have voting rights proportionate to their ownership percentage.

• Dividend Rights: The Investor will be entitled to receive dividends, if and when declared by the Company’s board of directors, in proportion to their ownership percentage.

• Transfer Rights: The Investor will have the right to transfer their shares in accordance with the Company’s bylaws and any applicable laws.

3.3 Dilution Protection

The Company agrees that any future issuance of shares shall be subject to dilution protection for the Investor. If additional shares are issued, the Company will ensure that the Investor’s ownership percentage remains intact or provide an option for the Investor to purchase additional shares to maintain their ownership percentage.

4. Use of Funds

The Company agrees to use the Investment Amount solely for the purposes of expanding and developing the gym facilities and related services, including but not limited to:

• Purchasing new equipment

• Renovating existing facilities

• Marketing and promotional activities

• Hiring additional staff

• Developing new programs and services

5. Financial Reporting and Transparency

5.1 Financial Statements

The Company agrees to provide the Investor with quarterly and annual financial statements, including a balance sheet, income statement, and cash flow statement. These financial statements will be prepared in accordance with generally accepted accounting principles (GAAP) and will be delivered within [Number] days of the end of each fiscal quarter and year.

5.2 Inspection Rights

The Investor shall have the right to inspect the Company’s books and records upon reasonable notice during normal business hours. This right includes the ability to review financial statements, tax returns, and other relevant documents to ensure transparency and accountability.

5.3 Annual Meetings

The Company agrees to hold an annual meeting of shareholders, during which the Company’s performance, financial condition, and future plans will be discussed. The Investor will have the right to attend and participate in these meetings.

6. Return on Investment

6.1 Dividends

The Company may, at its discretion, declare dividends to be paid to shareholders, including the Investor. Dividends will be distributed in proportion to each shareholder’s ownership percentage.

6.2 Sale of Shares

The Investor may sell their shares in the Company, subject to the Company’s bylaws and any applicable laws. The Company agrees to assist the Investor in finding a buyer, if requested.

6.3 Buyback Option

The Company reserves the right to buy back the Investor’s shares at fair market value, subject to mutual agreement. The fair market value will be determined based on an independent appraisal or the Company’s latest valuation, whichever is higher.

7. Representations and Warranties

7.1 Representations and Warranties of the Company

The Company represents and warrants to the Investor that:

• The Company is duly organized, validly existing, and in good standing under the laws of the state of [State].

• The execution and delivery of this Agreement have been duly authorized by all necessary corporate actions.

• The Company has the power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Representations and Warranties of the Investor

The Investor represents and warrants to the Company that:

• The Investor has the authority to enter into this Agreement and to perform their obligations hereunder.

• The Investor is acquiring the shares for investment purposes and not with a view to resale or distribution.

• The Investor has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment.

8. Confidentiality

8.1 Confidential Information

The Investor agrees to keep confidential all proprietary and non-public information provided by the Company, including but not limited to business plans, financial statements, and operational data ("Confidential Information").

8.2 Non-Disclosure

The Investor agrees not to disclose any Confidential Information to any third party without the prior written consent of the Company, except as required by law.

8.3 Return of Documents

Upon termination of this Agreement, the Investor agrees to return all documents and materials containing Confidential Information to the Company.

9. Term and Termination

9.1 Term

This Agreement shall commence on the date first written above and shall continue until terminated in accordance with the provisions herein.

9.2 Termination by Mutual Consent

This Agreement may be terminated at any time by mutual written consent of the Company and the Investor.

9.3 Termination for Breach

Either party may terminate this Agreement upon thirty (30) days written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within the notice period.

9.4 Effect of Termination

Upon termination of this Agreement, all rights and obligations of the parties shall cease, except for those provisions which by their nature are intended to survive termination.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be resolved in the courts of [County], [State].

11. Dispute Resolution

11.1 Mediation

In the event of a dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through mediation, conducted by a mediator mutually agreed upon by the parties.

11.2 Arbitration

If mediation fails to resolve the dispute, the parties agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding on both parties.

12. Miscellaneous

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether oral or written.

12.2 Amendments

This Agreement may be amended only by a written document signed by both the Company and the Investor. Any amendments must be approved by authorized representatives of both parties.

12.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

12.4 Waiver

No waiver of any term or condition of this Agreement shall be valid or binding unless agreed to in writing by both parties. The waiver of any breach of any term or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term or condition.

12.5 Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.

12.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, sent by certified mail, return receipt requested, or by a recognized overnight delivery service to the addresses set forth below or such other addresses as may be designated by either party in writing.

• Company: [Your Company Name] [Your Company Address] [Your Company Email]

• Investor: [Investor's Name] [Investor's Address] [Investor's Email]

13. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond their reasonable control, including but not limited to acts of God, war, strikes, labor disputes, government regulations, or other force majeure events.

14. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15. Signatures

By signing below, both parties acknowledge that they have read and understood this Agreement and agree to be bound by its terms and conditions.

Company:

[Your Name]
[Your Company Name]
[Your Title]
[Date]

Investor:

[Investor's Name]
[Date]

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