Relationship & Royalty Sharing Covenant Agreement

PREAMBLE

​

THIS RELATIONSHIP & ROYALTY SHARING COVENANT (the “RRSC,” a.k.a. the “Agreement”) is made effective upon the date of redeemed value via capital contributions remitted and exchanged in Cooperative Vesting (the “CoVestment“) for the Full Vesting Period as defined herein (ARTICLE VI) encompassing the period of one (1) calendar year and one (1) day by and between the CQR Family Office (a.k.a., the “Managing Trust,” a.k.a., the “CQR FBO,” as the case may be) jurisdictionally operating under common law as Unincorporated Association, (hereinafter a “Religious Organization,” or “F.B.O.”), hereby acting for and on behalf of; each designated consecrated CQR Sponsoring Assembly (hereinafter the “Holder,” as the case may be) sovereignly domiciled and engaged under the statutes of International Law as a lawfully designated Ecclesiastical State Integrated Auxiliary Trust; and the CQR Community Stabilization Fund (hereinafter the “CQR CSF,” a.k.a. the “Assurance Trust”) sovereignly domiciled and engaged under the statutes of International Law as a lawfully designated Ecclesiastical State Integrated Auxiliary Trust;  and hereby engaged in Trust via CQR’s proprietary digital mobile application the CQR Vault Account (hereinafter, “CQR Vault”) with the herein ascribed CQR Vault Signatory Account Beneficiary (hereinafter the “CoVestor,” a.k.a. the “Beneficiary”); and or their registered account as a General Member (hereinafter “GM“), Participating Community Member (hereinafter, “PCM“), or Small Business Member (hereinafter, “SBM“) who in acquiescence via CoVested participation have agreed to all the terms and policies of this website upon registering their information and engaging in lawful exchange via redemption by self-directed transaction resulting in the lawful redemption (Title 12 U.S. Code § 411) and inter-exchange for values of like kind through the CQRVault.org and/or CQRMarket.org website (collectively hereinafter, “CQR") online social exchange and redemption platform via Private this Relationship & Royalty Sharing Covenant with the CQR Family Office;

​​

WHEREAS, each CQR Sponsoring Assembly (Holder) is affiliated and of the common domains engaged with several CQR Faith Based Organizations (FBO), including but not limited to:  the CQR Group F.B.O., CQR Vault F.B.O., CQR Market F.B.O. and CQR Vest F.B.O. and in that the CQR Sponsoring Assembly functioning as an Integrated Auxiliary Trust for its designated Ecclesiastical State holds certain proprietary intellectual property rights related to the structuring of various socially conscious hybrid business models, Program Related Investment/CoVestment Cash Flow Vehicles and alternative capitalization programs to foster social enterprise via organic growth development initiatives on a global scale; and

​

WHEREAS, the CQR CSF (Assurance Trust) provides Assurance services for property and contributions domiciled with/in the CQR Sponsoring Assembly; and

​​

WHEREAS, the CQR Family Office (Managing Trust) provides general counsel to its members and the public, as well as trust management services to the CQR Sponsoring Assembly and CQR CSF; and

​

WHEREAS, the CQR Market Group (Silver Exchange/Redemption Platform) provides silver redemption services executed via CQRmarket.org an online CQR Vest Trust automation service engaged by self-directed manual CoVestment via instructions received pursuant to CoVestor’s ANNEXURE A made exclusively available to G.P.A. registered and qualified CoVestor/CQR Market Members held in RRSC;

​

WHEREAS, in the course of its operations and the application of its unique business model, rather than “sell” or “lease” any of its goods, services, or equipment, Holder “shares” the intellectual and real property CoVested through various initiatives in exchange for some portion of a predetermined and agreed upon amount as value is recognized over a specified term (the “Royalty” or “Royalties,” as the case may be), all performance-based incentives as a percentage of various forms of exchange through the CQR Professional Alliance and/or CQR Market over a specified term (the “Royalty” or “Royalties”); and

​

WHEREAS, CoVestor desires to acquire allocation beneficial interest rights to silver domiciled within the CQR Sponsoring Assembly through the CQR Market silver exchange platform, and to participate and claim a portion of the Royalties for a limited period of time pursuant to the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the promises and covenants herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to be bound, agree in covenant as follows:

​

ARTICLE I:
ACQUISITION OF SILVER AND ROYALTIES SHARED

 

Section 1.1       Acquisition and Royalty Sharing.  As consideration for the acquisition of fine silver and CQR initiatives made available exclusively through CQR Vault and CQR Market and the Acquisition Amount set forth in Section 1.2, Holder invites CoVestor to participate with Royalty sharing opportunities of CQR’s Honorable Rewards Protocol (the “CQR HRP”) for the length of the Term specified in Section 1.3 below, if not redeemed earlier as provided in the Redemptive Rights of Section 1.4 below.

​

Section 1.2       Acquisition Amount.  The minimum value contribution for an Acquisition in the form of 0.999% fine silver to qualify for Royalties made available via the CQR Honorable Rewards Protocol is equivalent to twenty-one (21) government minted “Legal Tender” American Silver Eagles, British Britannias, and/or Australian Kangaroos, lawfully redeemable under Title 12 U.S. Code, Section 411 at fair market value pursuant to the LBMA Daily Fixing of 1oz. silver.  Each "ICO Ag" Asset Token represents the intrinsic value comprised of one (1) ounce of 0.999% fine silver, as listed online by means of any silver exchange platform qualified by CQR.  Therefore, the minimum value CoVestment required for establishing a CQR Vault that can bear 21 ICO Ag in assignment through CQR is, as of the effective date (the “Acquisition Amount”) reserving all rights pursuant to the Bill of Rights Amendment VII.  While the Acquisition Amount remains the same, the relative value in terms of CoVestor’s local currency will fluctuate according to the daily spot price and/or fair market value of silver.

​

Section 1.3     Term of Royalties.  The Royalties may be paid monthly, quarterly, and/or annually within thirty (30) days following the end of each calendar period for a minimum term of at least one (1) calendar year and one (1) day to a maximum term of up to seven (7) calendar years, beginning the next calendar year from the date of the last Acquisition Amount exchanged, allocated to Holder (the “Term”).  All Royalties are rewarded in denominations of 0.999% fine silver, as best described in the Honorable Rewards Protocol.

​

Section 1.4       Redemption of Holder.  The Holder shall have the option to redeem the Royalties as of the effective date of this Agreement for a fixed value up to:

• Any time during the first 36-month period for an amount up to One Hundred and Twenty Percent (120% … a “return of premium” plus 20%) of the Acquisition Amount specified in Section 1.2; or

• Any time after the first 36-month period, and before the expiration of the Term, for an amount up to Three Hundred Percent (300% … a “return of premium” plus 200%) of the Acquisition Amount specified in Section 1.2.

​

In either case, the redemption value is non-cumulative.  CoVestor expressly acknowledges the “Redemptive Rights” of the Holder and that its right to receive Royalties is limited and shall terminate at the end of the Term, if not redeemed earlier, and that Holder shall have no continuing obligation to CoVestor except as expressly set forth herein.

​

ARTICLE II:
REPRESENTATIONS AND WARRANTIES

 

Section 2.1       Representations and Warranties of Holder.  Holder makes the following representations and warranties to Covestor, as of the date of this Agreement:

​

• Valid Agreement. This Agreement constitutes the legal, valid and binding Agreement of Holder.  All instruments required hereunder to be executed and delivered on behalf of Holder shall be duly executed and delivered to CoVestor and shall constitute legal, valid and binding obligations of Holder.  The execution and delivery on behalf of Holder of this Agreement, the consummation of the transaction set forth herein and the performance of its obligations hereunder will not conflict with or result in any violation of any provision of: (i) any agreement, contract, mortgage, lease, license or other instrument to which Holder is a party or by which it is bound; (ii) any governmental franchise, license, permit or authorization or any judgment or order of judicial or governmental body applicable to Holder; or (iii) any law, statute, decree, rule or regulation of any jurisdiction to which Holder is subject.

• This Agreement is duly authorized, executed and delivered on behalf of Holder.  This Agreement and all documents executed on behalf of Holder in connection with this Agreement constitute legal, valid and binding obligations of Holder, enforceable in accordance with the terms of the Agreement.

​

Section 2.2       Representations and Warranties of CoVestor.  CoVestor makes the following representations and warranties to Holder, as of the date of this Agreement:

• Valid Agreement. This Agreement constitutes the legal, valid and binding Agreement of Holder.  All instruments required hereunder to be executed and delivered on behalf of Holder shall be duly executed and delivered to CoVestor and shall constitute legal, valid and binding obligations of Holder.  The execution and delivery on behalf of Holder of this Agreement, the consummation of the transaction set forth herein and the performance of its obligations hereunder will not conflict with or result in any violation of any provision of: (i) any agreement, contract, mortgage, lease, license or other instrument to which Holder is a party or by which it is bound; (ii) any governmental franchise, license, permit or authorization or any judgment or order of judicial or governmental body applicable to Holder; or (iii) any law, statute, decree, rule or regulation of any jurisdiction to which Holder is subject.

•  This Agreement is duly authorized, executed and delivered on behalf of Holder.  This Agreement and all documents executed on behalf of Holder in connection with this Agreement constitute legal, valid and binding obligations of Holder, enforceable in accordance with the terms of the Agreement.

• Independent Investigation and Disclaimer.   CoVestor has been provided with all information regarding CQR, Holder, and other matters necessary for CoVestor to evaluate the opportunity hereunder and has relied on its own independent investigation and only the specific representations, warranties and covenants contained in this Agreement which shall supersede and replace all prior and contemporaneous representations, warranties, covenants, agreements and understandings, whether written or oral, pertaining thereto.

• Acknowledgement and Acceptance of Risks.  CoVestor acknowledges that no specific amount of royalty revenue is ever promised or can be expected from Holder and that receipt of any amount from the Royalties is made without recourse, and subject to several risks, including but not limited to:

1. Conflicts of Interest/No Obligation of Full-Time Service.  The Holder and other related entities (the “CQR Organizations”) share common management and their respective managing members engage in numerous other activities.  As such, they are required only to devote such time and attention to the affairs of their respective entities as they decide, in their sole respective decision, is appropriate, and they may engage in other activities or ventures, including competing ventures and/or unrelated employment, which result in various conflicts of interest between such persons and the Holder or the CQR Organizations.

2. Dependence on Key Personnel.  The success of the Holder and CQR Organizations and the ability to generate Royalties will depend on the skill and acumen of their respective managing members. If any one of these individuals should die, become disabled or otherwise cease to perform services, the ability of the Holder and/or the CQR Organizations to fulfill their obligations, including those under this Agreement, could be severely impaired.

3. No Participation in Management.  CoVestor shall have no right to take part in the conduct or control of the business of the Holder or any of the CQR Organizations.

4. Lack of Separate Representation.  As between the Holder and the CQR Organizations, none of the agreements are, or will be, the result of arm’s-length negotiations.  The attorneys, accountants and others who have performed and will continue to perform services for the Holder have and will continue to perform services for one or more of the CQR Organizations.  No independent counsel has been retained to represent the CoVestor’s interests.

 

Section 2.3       Representations and Warranties of Both Parties.   Each party makes the following representations and warranties to the other party, as of the date of this Agreement:

• Broker/Finders’ Fees. There are no brokers or finder’s fees to be paid in connection with this transaction.

• No Third Party Rights. This Agreement shall create no right in any third party with respect to the rights and obligations created hereunder.

 

ARTICLE III:
CONFIDENTIAL INFORMATION, NO COMPETITION/SOLICITATION

Section 3.1       Confidential Information.  CoVestor acknowledges that it is Holder’s policy to maintain as secret and confidential all work-product and other information and materials (whether or not stamped or marked “Confidential” or bearing some other indicia of confidentiality) relating to this Agreement and all information relating to Holder, including without limitation: (i) its financial condition, financial results, sales figures, operations and business interests, objectives, plans and strategies; (ii) its systems, know-how, records, products, product plans, product designs, specifications, drawings, product development, services, cost information, inventions, computer programs, technology, marketing and sales strategies, techniques and/or programs, methods, methodologies, manuals, check lists and other trade secrets from time to time acquired, sold, developed, maintained and/or used by the Holder and/or its affiliates; (iii) the nature and terms of its relationships with its affiliates, customers (including, without limitation, customer names and contact information), licensees, suppliers, lenders, underwriters, vendors, consultants, independent contractors, strategic partners, attorneys, accountants, employees (including compensation terms) and other third parties having dealings or contractual relationships with the Holder; and (iv) such other information as would typically be considered proprietary or confidential in nature or is otherwise not publicly known (all such information and materials are collectively referred to as “Confidential Information”).

​

Section 3.2       Use or Disclosure.  CoVestor agrees that he/she will not directly or indirectly at any time (including any time following the Term of the Royalties and/or the obligations hereunder) use any Confidential Information for any purpose not connected with the legal enforcement of the CoVestor’s rights hereunder, or provide, divulge or disclose Confidential Information to any person, firm, corporation or other entity (each a “Third Party”), or cause or authorize any Third Party to use any such Confidential Information.  CoVestor’s obligations with respect to any portion of Confidential Information shall terminate only when the CoVestor has documented in writing to the Holder that: i) such information is lawfully in the public domain, in the same form and format as such Confidential Information is held by the Holder, through no direct or indirect action of the CoVestor; or ii) the communication was in response to a valid order by a court of competent jurisdiction or was necessary to establish the rights of the Holder under this Agreement in a valid enforcement action.  If the CoVestor is required by order of a court or other governmental authority to disclose any Confidential Information, the CoVestor shall immediately notify the Holder so that the Holder may attempt to obtain an appropriate protective order, and, in all events, the CoVestor shall disclose only the portion of the Confidential Information required by such order to be disclosed.

​

Section 3.3       Non-Compete.  The CoVestor agrees that until the second anniversary of the termination of the Term of the Royalties, the CoVestor shall not, directly or indirectly, either as a principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee (or in any other capacity), carry on, be engaged in or have any financial interest in any business which directly or indirectly competes with CQR or Holder; provided, however, that this clause shall not be breached by CoVestor’s passive investment in not more than 5% of the equity of a public company engaged in direct or indirect competition with the Holder or its subsidiaries.

​

Section 3.4       Agreement not to Solicit or Accept Clients.

• CoVestor acknowledges that the Holder devotes substantial time, effort and expense to the solicitation and development of its past, current or prospective royalty CoVestors (“Relationships”) and that solicitation or use by CoVestor of such Relationships for any reason would have a dilutive or otherwise damaging effect on the Holder and its business, brand and other rights.  CoVestor further acknowledges that it would be unfair to use the CoVestor’s knowledge and familiarity with the Holder’s business and its Relationships to: i) solicit any business from such Relationships; ii) accept unsolicited business from such Relationships for any activity that directly or indirectly competes with Holder; or iii) to have any person or entity in the Holder’s Relationships cease, divert or otherwise reduce the amount of business they do or could do with the Holder or its affiliates.  Accordingly, CoVestor covenants and agrees that he/she shall not: 1) directly or indirectly solicit business from any person or entity in the Holder’s Relationships for any purpose; 2) persuade or attempt to persuade any person or entity in the Relationships to cease, divert or otherwise reduce the amount of business they do with the Holder or its affiliates; and/or 3) accept any “unsolicited” requests or from any person or entity in the Relationships for the purpose of directly or indirectly engaging in any activity that competes with Holder anywhere in the world.

• For purposes of Section 3.4, the Holder’s Relationships shall include any person or entity which at any time during the Term of the Royalties: i) acquired a royalty interest from Holder or any of its affiliates; or ii) was contacted by, or initiated contact with the Holder or any of its affiliates regarding the acquisition of a royalty interest.

• The term of CoVestor’s obligations and restrictions under this Section 3.14 shall begin upon the execution of this Agreement and shall terminate thirty six (36) months after the end of the Term of the Royalties

​

Section 3.5       Agreement Not to Solicit or Accept Holder’s Personnel.  CoVestor acknowledges that the Holder devotes substantial time, effort and expense to the recruitment, selection, training, development and promotion of the individuals required for its operation.  CoVestor further acknowledges that it would be unfair to use such CoVestor’s familiarity with the Holder’s employees, independent contractors and consultants (collectively referred to as “Personnel”) to cause any of Holder’s Personnel to leave or otherwise reduce or cease performing services for the Holder.  Accordingly, CoVestor covenants and agrees that during the Term of the Royalties, and for a period of thirty-six (36) months thereafter, CoVestor shall not: i) directly or indirectly solicit or accept the services of any of Holder’s Personnel; or ii) persuade or cause, or attempt to persuade, any of the Holder’s Personnel to leave the Holder’s employ or cease performing services for the Holder, whether before, after or concurrent with the termination of this Agreement or the Royalties.

​

Section 3.6       Remedies For Breach Of Sections 3.2, 3.3, 3.4 or 3.5.  CoVestor agrees that in the event of a violation or breach of any of the covenants or agreements in Sections 3.2, 3.3, 3.4 or 3.5, the Holder shall be entitled to an accounting and repayment of any and all profits, compensation, Royaltys, payments and benefits which CoVestor directly or indirectly has realized or realizes as a result of, or in connection with, any such violation or breach.  In addition, in the event of a breach or violation or threatened or imminent breach or violation of Sections 3.2, 3.3, 3.4 or 3.5, the Holder shall be entitled to a temporary and permanent injunction or any other appropriate decree of specific performance or equitable relief (without, unless otherwise required by statute, being required to post bond or other security) from a court of competent jurisdiction in order to prevent, prohibit or restrain any such breach or violation or threatened or imminent breach or violation.  The Holder shall be entitled to such injunctive or other equitable relief in addition to any ascertainable damages that are suffered (or liquidated damages which may be payable, as the case may be).  It is understood that resort by the Holder to such injunctive or other equitable relief shall not be deemed to waive or to limit in any respect any other rights or remedies which the Holder may have with respect to such breach or violation.

​

Section 3.7       Reasonableness Of Restrictions. CoVestor acknowledges that any breach or violation of Sections 3.2, 3.3, 3.4 or 3.5 will likely cause irreparable injury and damage to the Holder and that it would be very difficult or impossible to measure all of the damages resulting from any such breach or violation and agrees that the restrictions and remedies set forth in such Sections (including the time period, geographical and types of restrictions imposed) are fair and reasonable and are reasonably required for the protection of the trade secrets, good will and other legitimate business interests of the Holder.

​

Section 3.8.      Survival.  Enforceability of Sections 3.2, 3.3, 3.4 or 3.5 shall begin upon execution of this Agreement and shall survive any termination of this Agreement.

​

ARTICLE IV:
OWNERSHIP, RESTRICTIONS ON TRANSFER AND RELATIONSHIP

 

Section 4.1       Intellectual Property Rights.  All products, copyrights, patents, trade secrets and other intellectual property rights and all materials produced or acquired by Holder shall be solely owned by Holder.  The CoVestor of Royalty sharing rights shall receive no rights, title or ownership interest in the intellectual property owned by Holder, CQR Organizations, or Managing Trust.

​

Section 4.2       Restriction on Transfers.  With only two exceptions, CoVestor shall not have the right to sell, transfer or assign CoVestor’s interest in the Royalties, and any purported transfer or assignment shall be void and of no force or effect and may be ignored by Managing Trust.  CoVestor, however, is granted the right to request the direct assignment of some or all benefits herein rewards to either of the following:

• Individuals named in CoVestor’s living will or equal legacy establishment document of instruction; or

• Another affiliated CQR Organization or any other affiliated institution established on Judeo-Christian values (appropriately a Christ-centered organization, tax-exempt or tax-excepted as qualified by the Internal Revenue Service, or internationally recognized equal). Requests will be granted only with the express prior written consent of Managing Trust, which it may withhold in its sole discretion.

​

Section 4.3       Relationship of the Parties.  Nothing contained in this Agreement shall be construed to (i) create an employment relationship; (ii) give either party the power to direct and control the day-to-day activities of the other; (iii) create a partnership, agency, affiliation or other similar relationship; or (iv) allow CoVestor to create or assume any obligation on behalf of Holder for any purpose whatsoever.  CoVestor shall not be deemed an investor, stockholder or owner of Holder.  CoVestor shall be responsible for paying all income taxes and other taxes related to its share of the Royalties, if any, and any other amount received hereunder.

​

​ARTICLE V:
MISCELLANEOUS

Section 5.1       Titles and Captions.  All Article and Section titles and captions in this Agreement are for convenience only.  They shall not be deemed part of this Agreement, and they in no way define, limit, extend or describe the scope or intent of any provisions hereof.

​

Section 5.2       Notices.  Any notice given under this Agreement to either party shall be made in writing according to the CQRand/or CQR Market Policies, Terms and Agreements.

​

1.  Concerning CQR Administrative Support, either contact via "Support" after logging into your account or send Email to:

     Support@CQRVault.org

• P.A. registration and/or modifications to information

• Redemption requests and or support

​

2.  Concerning CQR Vault App Technical Support, either contact via "Support" after logging into your account or send Email to: 

     Support@CQRVault.org

•  Technical support for facilitation of exchange and settlement

 

3.  Concerning CQR Market Technical Support,, either contact via "Support" after logging into your account or send Email to:      
      Support@CQRMarket.org

• Technical support for facilitation of exchange and settlement

 

 

Section 5.3       Pronouns and Plurals.  Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms.  The singular form of nouns, pronouns and verbs shall include the plural and vice versa.

​

Section 5.4       Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

​

Section 5.5       Integration.  This Agreement constitutes the entire agreement pertaining to the subject matter hereof, and supersedes and replaces all prior and contemporaneous agreements and understandings, whether written or oral, pertaining thereto.

​

Section 5.6       Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of either party or by any other third parties.

​

Section 5.7       Applicable Law and Forum.  Jurisdiction, applicable law and venue of this Agreement remain consistent with the terms and conditions of the CQR & CQR Market Participation Agreement.

​

ARTICLE VI:
ACKNOWLEDGMENTS

IN WITNESS WHEREOF, CoVestor has complete authority and capability to make this commitment and uphold the essential responsibilities of stewardship as of the effective date of this Agreement as of the day and year first written above.  CoVestor further confirms understanding of each provision and/or separately referenced CQR Market document identified herein.

​

By choosing to CoVest at CQR, you agree to all of the Policies, Terms & Conditions of CQR Vault and the CQR Market in accordance with this Relationship & Royalty Sharing Covenant, and that any and all contributions made to the benefit of your CQR Vault Account shall be reserved and committed to Administrative Hold within the CQR Community Stabilization Fund.  Once committed to the CQR Vault, and the vesting / due diligence period begins, no silver may be withdrawn, only added to one’s CQR Vault Account balance during the current calendar year as it pertains to various relationship categories and respective thresholds therein.  The vesting period extends for the duration of minimally one (1) year and one (1) day annually in arrears.  Vesting effectively begins January 2nd of next calendar year.  In other words, the last day to add value in the next vesting period is December 31 of the current year.  Your right of rescission to revoke your CoVestment for full recourse of your capital value contribution prior to your administrative hold obligation expires within five (5) Business Days (M-F, GMT) from the effective date of CoVestment remittance made in acquiescence to this RRSC. Pursuant to the expiry of my right of rescission, I, the CoVestor, hereby accept in acquiescence all agreements, conditions, covenants, policies, and terms of the CQR and/or CQR Market Policies, Terms and Agreements.  Value of exchange and redemption assigned to your CQR Vault Account shall be calculated on the day of your CoVestment in accordance with CoVestor’s RRSC Agreement and as may be required ANNEXURE A.  Wired capital exchange shall be redeemed through bank coordinates pursuant to ANNEXURE A made in submission together with this RRSC as required in Agreement for CoVestments larger than 100 ICOs.

​

===================================

​

CQR Relationship & Royalty Sharing Covenant (v.20200320-RRSC)

* The acquisition of royalties pursuant to this agreement is not exclusive and is limited in scope and term. The rights of the CoVestor under this Agreement are subject to restrictions on transfer-ability and/or resale.

​

** CoVestor’s RRSC is pursuant to the latest version of this agreement simultaneously published at CQR.org, CQRMarket.org, and CQR.Academy websites.

​

*** Updated March  20, 2020

​