This Equal Partnership Agreement ("Agreement") is entered into as of August 31, 2026, by and among the following three individuals (collectively referred to as the "Partners"):
| Partner | Ownership Share | Signature |
|---|---|---|
| Jack Davidson | 33.33% (one-third) | ___________________________ |
| Dave Penta | 33.33% (one-third) | ___________________________ |
| John Davidson | 33.33% (one-third) | ___________________________ |
The Partners agree to operate Spray Foam Buyer Guide (the "Business"), accessible at sprayfoamrigguide.com, as an independent lead generation and referral platform for the spray foam equipment industry.
The Business generates qualified leads from prospective spray foam equipment buyers and refers those leads to spray foam rig manufacturers and dealers in exchange for referral commissions. The Business operates entirely independently and has no affiliation with any single manufacturer or dealer.
All commissions, referral fees, and revenues received by the Business from any source — including but not limited to rig manufacturers, equipment dealers, and affiliated partners — shall be distributed equally among the three Partners as follows:
Distributions shall be made on a mutually agreed-upon schedule (monthly or per transaction) and shall require accounting records accessible to all three Partners. No Partner may redirect, withhold, or modify commission payments without written consent of all three Partners.
All material business decisions — including adding or removing manufacturer/dealer referral relationships, modifying commission structures, and entering new contracts — shall require a majority vote (2 of 3 Partners). Each Partner holds one equal vote.
Day-to-day operational decisions (platform content, lead routing, marketing) may be made by any individual Partner acting in good faith on behalf of the Business.
The Partners acknowledge and agree that Spray Foam Buyer Guide operates as an independent referral platform. The Business has no ownership, employment, or exclusive affiliation with any spray foam manufacturer or dealer, including but not limited to any former business relationships held by the individual Partners. All manufacturer and dealer partnerships are referral-only arrangements.
Each Partner agrees to contribute their knowledge, industry relationships, and time to grow the Business. Specific roles and responsibilities may be defined by mutual written agreement. No Partner shall be required to contribute capital beyond what is mutually agreed upon in writing.
This Agreement shall commence on the Effective Date and continue until dissolved by a majority vote of the Partners. Upon dissolution, all outstanding commissions and revenues shall be distributed equally per Section 3 before closing the Business. Any Partner may withdraw with 30 days written notice to the other two Partners. Upon withdrawal, the departing Partner's share shall be redistributed equally between the remaining Partners unless otherwise agreed in writing.
All Partners agree to keep confidential any proprietary business information, lead data, commission rates, and manufacturer/dealer agreements. This obligation survives termination of the Partnership.
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any disputes shall be resolved by binding arbitration in Stark County, Ohio.
By signing below, each Partner agrees to the terms of this Equal Partnership Agreement.