TEMPLATE JV AGREEMENT

CONSENT FORM

NORDENSA JOINT VENTURE AGREEMENT [NAME PLAYER] NO. [X] ROUND [X] AS OF [DATE]

The undersigned, [name], a [nationality] citizen, born in [city] on [date], currently domiciled in [city, number and street, other details, postal code, county, country], identified by his/her [passport / national identity card], with number […],issued by the [country] authorities and valid until […], and with e-mail […] (hereinafter referred to as the “Backer”), having read and understood the terms and conditions set forth in Schedule no. 1 (Nordensa JV Agreement – [name player] - no. […]) hereto attached, hereby irrevocably agrees and accepts to enter into the Nordensa JV Agreement [name player] no. […] by contributing in round […] of the Nordensa JV [name player] no. […] the amount of EUR […] ([amount in letters] euro) (plus transactions cost of EUR 3).

This Consent Form is the consent form referred to in the Nordensa JV Agreement [name player] no. […] attached hereto in Schedule 1 and was validly signed by digital means.

Schedule no. 1

NORDENSA JV AGREEMENT

[NAME PLAYER]

NO. […] AS OF […]

This joint venture agreement (in Romanian: „contract de asociere în participație”), hereinafter referred to as the “Agreement”, set forth the terms and conditions of the joint venture, hereinafter referred to as the Nordensa JV [name player] no. […]”, set-up between:

Nordensa Football S.R.L., having its registered office at 102 Paris Street, Cluj-Napoca, Cluj County, Romania, registered with the Trade Registry under no. J12/6438/2022, CUI 47032637, duly represented by Mr. Adrian Docea, in his capacity as director (hereinafter referred to as “Nordensa”),

and

All the football fans (hereinafter referred to as the ”Backers”) that have accepted and agreed to enter into this Agreement and to contribute with a minimum amount of EUR 30 (thirty euro), plus transaction costs of EUR 3 (three euro) to Nordensa JV [name player] no. […] in order to participate to its benefits (profits) and losses resulted from the Activity (as defined below).

Nordensa and the Backers being collectively referred to as the “Parties” and individually the “Party”.

Whereas:

Young football talent from underexplored and underestimated scouting markets and countries are missing out on opportunities and chances to showcase themselves at the highest level.
Nordensa has set-up a fan engagement and fan-centered business (www.nordensa.com) that seeks to identify those young and talented football players through its team of expert scouts with the aim of creating a chance for them to showcase their talent and pursue a professional career in football.
To ensure the success of its fan-centered business activity, Nordensa has entered into scouting and collaborating agreements with professional football clubs by means of which those clubs can rely on the scouting services provided by Nordensa, enabling clubs to identify, select and invite on trial the players scouted by Nordensa, at no cost for the clubs.
Nordensa has identified Mr. [….] (the “Player”) through its scouting activities and has entered into a specific agreement with him (the “Player Agreement”) pursuant to which it aims to provide to the Player and the Player to receive and benefit from certain Services as outlined below in Article 1 (Scope).
For the purpose of covering the costs related to the performance of such Services, Nordensa aims to enter into a partnership in the form of a joint venture with football fans.
Under the Player Agreement, in exchange for those Services to be performed by Nordensa, the Player expressly undertakes to pay a service fee provided that several conditions are cumulatively being met.

Scope

The Nordensa JV [name player] no. […] has been set-up for the purpose of granting the Backers a participation to the benefits (profits) and losses resulted from the activity carried out by Nordensa consisting in rendering certain of the following services (the “Services”) set out below to Mr. [….] (the “Player”), according to the Player Agreement, hereinafter referred to as the “Activity”:

creating visibility for the athlete towards fans and clubs a via the Nordensa website or mobile application Platforms (“Nordensa Platforms”);
organizing paperwork for participation in (a) trial(s) and facilitating the trial itself including by covering the costs of the trial (e.g., visa, insurance, flight-tickets, hotel & accommodation, out of pocket expenses, in person assistance etc.);
help set up a personal brand and personal branding advice session;
set up a social media platforms & creation of content for the set-up;
cultural and tactical adaptation coaching session;
kick-off session to teach the player how to deal with the media and his fanbase;
provide mental health coaching sessions;
“one-stop-shop” for reference to professional advisors (player agents, fiscal advisors, lawyers etc.);
individual sports performance report;
personal brand & fans and media review, training and advice session;
on a case-by-case basis, depending on the agreement between Nordensa and the football club that may sign the Player, paying an incentive fee to the club to contribute and support the employment costs borne by the club in relation to the Player during a determined period (hereinafter referred to as “Incentive Fee”).

In exchange for those Services to be performed by Nordensa, most of which are limited to a period of 1 (one) year from the signing date of the Player Agreement, the Player, by means of the Player Agreement, expressly undertakes to pay to Nordensa 9% (nine percent) (“Service Fee”) of his gross football related revenues resulting from any contract signed by the Player with (i) football clubs (including but not limited to salary (fixed or variable), bonuses, image rights, damages etc.,) or (ii) with third parties (including but not limited to endorsement agreements, sponsorship agreements, merchandise agreements etc.) (“Football Related Revenue”) in the next 5 (five) years provided that the following conditions are cumulatively met:

The Nordensa JV [name player] no. […] is set-up in the form of a joint venture agreement entered into by Nordensa and the football fans that are willing to contribute with a minimum amount of EUR 30 (thirty euro), plus transaction costs of EUR 3 (three euro), to the joint venture in order to participate to the benefits (profits) and losses resulted from the Activity (as defined above);
the football fans contribute to Nordensa JV [name player] no. […] the necessary funds for carrying out the Activity, as determined by Nordensa on a case-by-case basis; and
the Player signs an employment contract with a club where he goes on trial within a reasonable period after the end of a trial period facilitated by Nordensa, or in case the club would not consider the trial necessary, following the signing of an employment contract with the club after Nordensa and said club had exchanges regarding the player and his trial.

The Service Fee will be the only revenue resulted from the Activity and shall be assigned in full to Nordensa JV [name player] no. […].
The Backers hereby acknowledge that the Activity includes a broad range of different Services which the Player and Nordensa consider to be useful for creating a chance for the Player to pursue a professional career, however, in practice only certain Services will be provided to the Player, as the case may be, depending on the needs of the Player and the agreements between Nordensa and the clubs and the funds contributed to the Nordensa JV by the Backers. For avoidance of doubt, the Backers hereby acknowledge that to the extent the Player joined a club on trial and/or signs a contract with a club as per Article 1.2(c), this will be considered sufficient evidence of the fact that Nordensa successfully performed the Activity and Nordensa shall not be held liable in any way if, for whatsoever reason, the Player does not fulfill its obligations to pay the Service Fee in its entirety.
The Backers hereby acknowledge and agree that entering into this Agreement is not a risk-free endeavor and that they will be entitled only to the profit quota corresponding to their contribution if the Activity will generate profits. For avoidance of any doubt, Nordensa does not guarantee or provide any form of assurance to the Backers that the Activity will generate benefits (profits) and that the Backers will receive any form of benefits (profits) from the Activity. Possible benefits (profits) are dependent on factors which are beyond the control of Nordensa including, for example but not limited to: (i) the performance of the Player during and after the trial period (if hired), (ii) the signing and execution of the employment contract between the Player and a football club, (iii) the fulfillment by the Player of its contractual obligations towards Nordensa, etc. In this respect, the Backers acknowledge that Nordensa does not offer job-placement services to the Player and that whilst Nordensa aims to create a chance for the Player, it is the Player that will ultimately be the one responsible to convince clubs by his playing capabilities to sign an employment contract with him.

Formation

The Backers shall validly enter into this Agreement by signing, through digital means, a consent form (the “Consent Form”) and contributing to the Nordensa JV [name player] no. […] a minimum amount of EUR 30 (thirty euro) plus transaction costs of EUR 3 (the “Minimum Contribution”), within […] minutes after signing the Consent Form, by using the payment methods provided on Nordensa Platforms.
If a Backer will not contribute to the Nordensa JV [name player] no. […] according to Article 3 (Contributions) below, the Backer will not have entered into this Agreement and will not have any rights arising herein.
Each Party hereby acknowledges that it is entering into this Agreement exclusively in consideration of their wish to participate to the benefits (profits) and losses of the Activity and irrespective of the identity of any Backer.
The Backers hereby acknowledge that none of them will acquire in effect of this Agreement any rights with respect to the assets, intellectual property, know-how, databases and generally any rights of Nordensa. For avoidance of any doubt, any property (whether tangible or intangible) of Nordensa, even if used or developed in connection with this Agreement, shall be and remain to be the exclusive property of Nordensa.

Contributions

On a case-by-case basis, depending on the amount of funds necessary to carry out the Activity Nordensa may organize one or more rounds of contributions, hereinafter referred to as the “Rounds of Contributions”.
Each Round of Contributions shall be organized and shall take place as follows:

by signing a Consent Form on Nordensa Platforms, each Backer shall be automatically redirected to a payment link in order to transfer its contribution (the “Individual Contribution”), which shall be equal at least to the Minimum Contribution, into the following payment collection account […], opened by Nordensa with […] (the “Nordensa Account”).
each Round of Contributions will be opened from a date communicated by Nordensa (the “Opening Date”) until the date (the “Closing Date”) when the total amount of funds necessary for that respective Round of Contributions will be collected into Nordensa Account (the “Total Amount of Contributions”), but no later than a long stop date (the “Long Stop Date”). The Opening Date, the Long Stop Date, the Closing Date and Total Amount of Contributions related to each Round of Contributions will be communicated to Backers via the Nordensa Platforms, as soon as practically possible once the need for a Round of Contributions is confirmed.
after the Closing Date or the Long Stop Date, whichever comes first, no other contributions will be accepted for that respective Round of Contributions. Any Individual Contributions collected into Nordensa Account after those dates will be reimbursed to the Backers according to their Individual Contribution, however net of any commissions and fees which are directly related to such reimbursement, such as, but not limited to bank transfer fees.

Starting with the second Round of Contributions (if organized), the Backers which are already part to the Nordensa JV [name player] no. […] by having participated to a previous Round of Contributions (the “Existing Backers”), hereby acknowledge and agree that:

new Backers, different from the Existing Backers, may enter into and become Parties to this Agreement, by contributing to the Nordensa JV [name player] no. […] during the next following Rounds of Contributions, under the same conditions set forth under Article 2 (Formation).
the individual quota participation of each respective Existing Backer from the benefits (profits) and losses resulted from the Activity will not change, unless the respective Existing Backer decides to also participate in the next following Rounds of Contributions, in which case its quota participation will increase according to its new Individual Contribution.
Nordensa’s quota participation to the benefits (profits) and losses resulted from the Activity will be reduced proportionally with the equivalent value of the Individual Contributions made by the Backers in the next following Rounds of Contributions, but which is not expected, in any case, to be reduced to a quota participation lower than 10%.

All the contributions made by the Backers into the Nordensa JV [name player] no. [...] will be used in their entirety for the purpose of the Activity and specifically to cover several costs related to the provisions of the Services to the Player, including but not limited to visa, insurance, flight-tickets, hotel & accommodation, out of pocket expenses, as well as the Incentive Fee, when applicable.
For the purpose of achieving the purpose of this Agreement, the Backers hereby agree and acknowledge that the total amount of their Individual Contributions (as defined below) collected into Nordensa Account (as defined below) shall be transferred directly to Nordensa and starting with the Long Stop Date of each Round of Contributions and shall be owned by Nordensa in its own name for the purpose of achieving the scope of this Agreement.
For the avoidance of any doubt, upon termination of this Agreement, Nordensa has no other obligation to the Backers except for distributing the proceeds available in the Nordensa JV [name player] no. […] in effect of the termination of this Agreement and liquidation of the Nordensa JV [name player] no. […].

Allocation

The Parties hereby acknowledge and agree that each Minimum Contribution will represent a quota participation of 0,1 % of the benefits (profits) and losses resulted from the Activity (the “Minimum Quota”) and each multiple Minimum Contribution will represent a respective multiple of the Minimum Quota.
The Parties hereby acknowledge and agree that Nordensa’s quota participation of the benefits (profits) and losses resulted from the Activity will be reduced proportionally with the equivalent value of the Individual Contributions made by the Backers in each round of Contributions, but which is not expected, in any case, to be reduced to a quota participation lower than 10%.
The quota participation will be allotted to Backers on a first come, first served basis when the relevant timestamp is the receipt of the Individual Contribution in Nordensa Account.
For the case where certain Backers, in effect of the application of this allotment rule would receive a quota participation smaller than the one for which they have paid, it is hereby agreed by the Parties that such Backers will still be Parties of this Agreement having such smaller quota participation and the surplus contributions will be reimbursed however net of any commissions and fees which are directly related to such reimbursement, such as, but not limited to bank transfer fees. For such cases, it is agreed that the Individual Contribution will be the amount determined as the difference between the amount paid by the Backers and the amount reimbursed grossed-up with bank commissions.

Representations and Warranties

Nordensa represents and warrants the Backers that, as of the signing date of this Agreement:

it has the power to execute this Agreement and perform its obligations under this Agreement, and to carry out the activities contemplated by this Agreement;
its obligations under this Agreement constitute its legal, valid and binding obligations enforceable in accordance with their terms.

Each Backer represents and warrants to Nordensa that, as of the signing date of the Consent Form:

the personal identification information and details included in the Consent Form are fully complete, correct, accurate and valid and are not in any way misleading, incorrect or false;
is not subject to special restrictive measures based on the applicable legislation on anti-money laundering and combating terrorist financing and is not included on the list of entities subject to international sanctions imposed by competent state authorities, authorities of the European Union or international organizations;
is not an US citizen or a resident of the USA or the USA territories;
has the power to execute this Agreement and perform its obligations under this Agreement;
all its obligations under this Agreement constitute its legal, valid and binding obligations enforceable in accordance with their terms;
the entry into and performance of this Agreement does not and will not conflict: (i) in any respect with any applicable law or regulation; or (ii) in any respect with any agreement or deed binding on him.

Liability

Indemnification

Subject to the limitations included in this Clause ‎7 (Liability) and any other limitations expressly set out in this Agreement, each Party shall indemnify and hold the other Party harmless from and against any and all direct damages arising out of, in connection with, or as a result of:

any misrepresentation or breach of any representation or warranty undertaken by such Party in this Agreement; and/or
any breach of, or failure to comply with any covenant or obligation contained in this Agreement.

Nothing in this Clause ‎6 (Liability) shall have the effect of limiting or restricting any liability of any Party in respect of claim arising as a result of that Party's fraud, willful misconduct or gross negligence.

Limitations

Nordensa shall be held liable only for the direct losses produced to a Backer due to its fault and to the maximum extent permitted by the Applicable Law, Nordensa’s total aggregate liability in respect of all claims and losses arising under or in connection with this Agreement, including negligence, is limited to EUR 2,500.
Each Backer hereby acknowledges and agrees that despite all the best efforts to be used by Nordensa, the conditions set forth in Article 1.2 may not be satisfied and hereby acknowledges and agrees that Nordensa shall not be held liable whatsoever by any of the Backers if these Conditions will not be satisfied.

Relationships with third parties

The Parties hereby acknowledge and agree to appoint Nordensa as the primary associate of the Nordensa JV [name player] no. […] for the purpose of achieving the scope of this Agreement.
Any agreement with third parties to be performed and executed for the purpose of achieving the scope of this Agreement, shall be entered into solely by Nordensa directly, in its own name and behalf. No other Party, except for Nordensa shall be entitled or empowered to represent the Nordensa JV [name player] no. […] in relation to third parties or to enter into any agreements on behalf of the Nordensa JV [name player] no. […].
Any Backer which would act in breach of this Article 7 (Relationships with third parties) will be fully liable for any damages, costs, or any other obligations caused to the other Parties and must indemnify the other Parties in full.

Distributions

The distribution of the benefits (profits) to each Party, shall be made annually by Nordensa, proportionally with the contribution of and allocation to each Party, based on the annual financial results of the Nordensa JV [name player] no. […]. To the extent permitted by law, Nordensa may decide to make also interim (in-year) profits distributions.
In case that Nordensa, as primary associate, will determine, on a case-by-case basis, that the Nordensa JV [name player] no. […] has excess cash versus the forecasted and actual expenditures needed to deliver the Activity, it is entitled to decide to make partial returns of the Individual Contributions to the Backers, on a pro-rata basis, to the extent permitted by such excess cash. For the avoidance of any doubt, such returns of the Individual Contributions are not profit distributions (whereas profit distributions will, at all times, be made in accordance with Article 8.1 and the applicable legal and accounting provisions).
In order to be entitled to receive the amounts related to distribution of profits or returns of Individual Contributions, each Backer shall provide to Nordensa by no later than the date that will be announced by Nordensa on the Nordensa Platforms the following information and documents:

a copy of its passport or country ID document;
its bank account where the amounts to which the Backer is entitled shall be transferred by Nordensa.

Both distribution of profits or returns of Individual Contributions, will be made by Nordensa net of any commissions and fees which are directly related to such payments, such as, but not limited to bank transfer fees.

Accounting registries and tax registrations

Nordensa, in its capacity as primary associate of the Nordensa [name player] JV no. […], will maintain the accounting of the joint venture and fulfill any applicable tax and accounting duties of the joint venture in accordance with the requirements of Romanian law. This will include the obligation to register each Backer who is not a Romanian tax resident and does not have a Romanian tax identification code with the Romanian tax authorities. For avoidance of any doubt, this is without prejudice to each of the Backers being solely and fully responsible for the fulfillment of their own tax and accounting duties in accordance with the respective applicable legislation in their country of tax residency (or in any other country).
Where by virtue of the applicable Romanian tax legislation, Nordensa, in its capacity as primary associate of the Nordensa [name player] JV no. […] has the obligation to compute and withhold any tax and social contribution for the benefits (profits) distributed to the Backers and perform the tax reporting in this respect, Nordensa will perform such computation and withholding, will distribute the net amount to the Backers and will fulfil its tax reporting and payment obligations.
Where a Backer, who is not a Romanian tax resident, may claim relief from double taxation based on the provisions of a convention for the avoidance of double taxation concluded between Romania and the Backer’s country of tax residency, it is the obligation of the Backer to present to Nordensa by the date set by and communicated on the Nordensa Platforms a tax residency certificate from their country of tax residency, valid at the moment of the distribution. In such a case, Nordensa will comply with the provisions of the relevant convention for the avoidance of double taxation for the fulfilment of tax withholding, reporting and payment obligations arising in Romania in connection with the distributions. In case the Backer will not present to Nordensa a tax residency certificate as mentioned above, Nordensa shall withhold the tax according to Romanian law in force at the relevant moment.

Termination

This Agreement shall terminate in the following cases:

automatically, on 31st December 2033.
for each Backer, in case of breach of any of their representations, warranties and/or obligations set out in this Agreement, with a prior notice served by Nordensa to the Backer that is in default;
if in any applicable jurisdiction, it becomes unlawful for Nordensa to perform any of its obligations as contemplated by this Agreement, with a prior notice served by Nordensa to the Backers;
if the Player does not sign an employment agreement with a club following (a) trial(s), facilitated or presented by Nordensa and this within a period of two transfer windows (as defined in the FIFA Regulations on the Status and Transfer of Players) from the signing date of the Player Agreement;
if for whatsoever reason, the obligation of the Player to pay the Service Fee will be terminated or cancelled (as well as when such obligation is fulfilled in full), with a prior notice served by Nordensa to the Backers.

Upon termination of this Agreement for one Backer for whatsoever reason, the Parties hereby acknowledge and agree that their individual quota participation to the benefits (profits) and losses resulting from the Activity will increase proportionally with the Individual Contribution of that Backer, and their new individual quota participation will be communicated by Nordensa via Nordensa Platforms.
Upon termination of this Agreement for all the Parties, Nordensa will distribute all the proceeds available in the Nordensa JV [name player] no. […] in effect of the termination of this Agreement and liquidation of the Nordensa JV [name player] no. […].
Upon termination of this Agreement all rights and obligations of the Parties under this Agreement shall cease, except for: (a) the obligation of the Parties to fulfil any outstanding payment obligations, (b) any other obligation that under the terms of this Agreement shall remain effective upon the termination of the Agreement, and (c) those set forth in Article 13 (Governing law and Dispute resolution).

Costs and Expenses

Each Party shall bear its own legal, accountancy and other costs, charges and expenses incurred by it in connection with the preparation, negotiation, execution, delivery and performance of this Agreement. Each Party shall bear the costs of its own financial adviser(s), tax adviser(s) and legal counsel.
Each Backer hereby acknowledges and agrees, that the Backer will cover the transaction costs of each Individual Contribution, meaning EUR 3 for each individual transaction made by the Backer in order to contribute to the Nordensa JV [name player] no. […].

Notifications

The Parties shall validly notify each other on the address or e-mail address indicated by each Backer in the Consent Form, and Nordensa at: [email protected]

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in all respects in accordance with the laws of Romania.
Any contractual or non-contractual dispute arising out of or relating to this Agreement, if not amiable settled between the Parties, shall be exclusively submitted to the competent Romanian courts of as per the Romanian law on civil proceedings and this excluding any other court that may be competent pursuant to the Brussels I and II Regulation or any other similar regulation for that matter.

Final Provisions

Any amendments to this Agreement shall be made in writing and agreed by all Parties, otherwise being null and void save for the exceptions set out in this Agreement.
The Backers may not assign any of its rights or transfer this Agreement, or any of its rights and/or obligations hereunder without the prior consent of Nordensa, to be given at its entire discretion.
The Parties agree that should at any time any provisions of this Agreement be or become null and void (in Romanian: “nule”), invalid or due to any reason ineffective (in Romanian: “lipsite de efecte juridice”) this will indisputably not affect the validity or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any Party having to argue and prove the Parties' intent to uphold this Agreement even without the void, invalid or ineffective provisions. The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement. The foregoing shall apply mutatis mutandis to fill in any gap in this Agreement.
For avoidance of any doubt, Each Backer hereby acknowledges and accepts all the terms and conditions, as set forth by its articles, including but not limited to Article 6.2 and Article 13 (Governing Law and Dispute Resolution).