Free Parent and Subsidiary Agreement

I. Parties to the Agreement

This Parent and Subsidiary Agreement (the "Agreement") is made and entered into on March 5, 2050, by and between:

1. [Your Company Name], a corporation organized and existing under the laws of New Jersey, with its principal office at [Your Company Address] ("Parent"); and

2. MisfitCo, a corporation organized and existing under the laws of New Jersey, with its principal office at Jersey City, NJ 07302 ("Subsidiary").

II. Purpose of the Agreement

This Agreement establishes the terms and conditions under which the Parent and Subsidiary shall operate, ensuring proper governance, financial management, and compliance with legal obligations.

III. Governance

A. Board of Directors

1. The Subsidiary shall maintain its own board of directors, which will include representatives appointed by the Parent.

2. The Parent shall have the right to approve significant decisions, including capital expenditures, mergers, and acquisitions.

B. Management

1. The day-to-day operations of the Subsidiary shall be managed by its executive team, subject to oversight by the Parent.

2. Key management personnel must be approved by the Parent.

IV. Financial Arrangements

A. Funding and Support

1. The Parent will provide necessary financial resources to support the Subsidiary’s operations, subject to agreed-upon budgets and business plans.

2. Funding will be disbursed in the form of equity contributions, loans, or other financial instruments as deemed appropriate.

B. Revenue Sharing

1. The Subsidiary shall remit 20% of profits to the Parent on an annual basis as a dividend or other agreed-upon distribution.

2. All financial transactions must comply with applicable tax laws and transfer pricing regulations.

V. Compliance and Reporting

A. Legal and Regulatory Compliance

1. The Subsidiary agrees to comply with all applicable local, state, and federal laws in its jurisdiction of operation.

2. Both parties shall cooperate to ensure compliance with international laws, including those related to taxation and trade.

B. Reporting Obligations

1. The Subsidiary shall provide the Parent with regular financial reports, including quarterly and annual statements.

2. Any material changes in the Subsidiary's operations must be reported to the Parent immediately.

VI. Intellectual Property

1. The Subsidiary acknowledges that any intellectual property developed during the course of its operations shall remain the property of the Parent.

2. The Subsidiary shall ensure that intellectual property is adequately protected and registered, as necessary.

VII. Term and Termination

A. Term

This Agreement shall remain in effect unless terminated by mutual written consent of the parties.

B. Termination

1. Either party may terminate this Agreement with a 90-day written notice.

2. Upon termination, all financial and legal obligations must be settled promptly.

VIII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

IX. Dispute Resolution

1. Any disputes arising under this Agreement shall be resolved through good faith negotiation.

2. If negotiation fails, the parties agree to submit the dispute to binding arbitration in New Jersey.

X. Miscellaneous Provisions

1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

2. Any amendments to this Agreement must be made in writing and signed by both parties.

Signatory Section

For [Your Company Name]:

Name: [Your Name]
Job Title: Chief Executive Officer
Date: December 17, 2024

For MisfitCo:

Name: Dayton Rohan
Job Title: Managing Director
Date: December 17, 2024

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