36 Months

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UCC1 Enhancement Program

Agreement Example

THIS BUSINESS ENHANCEMENT PROGRAM AGREEMENT (“Agreement”) is entered into as a private contract under the authority of Article I, Section 10 of the United States Constitution by and between:

Bluhe Shire Trust, a private U.S.-based spendthrift trust located at 7901 4th St. N STE 6602, St. Petersburg, FL 33702,

hereinafter referred to as “Trust,”

and

[Client’s Full Legal Name], located at [Client’s Address], hereinafter referred to as “Client.”

The Parties voluntarily elect private contract jurisdiction and expressly reject statutory interference or impairment.

1. PROGRAM STRUCTURE & PURPOSE

This Agreement establishes a Business Enhancement Program wherein:

1. The Client receives a UCC-1 Assignment of $150,000,000 for business enhancement purposes.
2. The Trust receives 51% beneficial equity interest in the Client’s Company.
3. The Client retains 49% equity interest.
4. The Trust receives 30% net profit share.
5. This is a private trust relationship, not a loan, investment solicitation, joint venture, partnership, or funding arrangement.

No funding disbursements, loans, credit guarantees, or financial promises are made under this Agreement.

2. PROCESSING FEE

The Client agrees to pay a non-refundable processing fee of $75,000, which:

• Activates the Program,
• Initiates compliance and onboarding review,
• Authorizes the immediate issuance of the $150,000,000 UCC-1 Assignment.

The Agreement becomes effective upon verified receipt of the processing fee.

3. UCC-1 ASSIGNMENT – $150,000,000

3.1 Assignment Value

The Trust assigns to the Client a UCC-1 collateral value of One Hundred Fifty Million Dollars ($150,000,000).

3.2 Secured Party & Debtor

• Client shall be listed as Secured Party.
• Bluhe Shire Trust, or a designated banking institution, shall be listed as Debtor, solely for the purpose of perfecting the Assignment.

3.3 Disposition – Unrestricted Commercial Use

The Client shall have:

“Full unrestricted commercial use”of the Assigned Interest for lawful business enhancement, including:

• Balance-sheet enhancement
• Credit enhancement
• Underwriting support
• Collateralization for financing
• Qualification for lines of credit or facilities
• Presentation to institutions for credit review
• Financial leverage consistent with this Agreement

3.4 Filing Requirement

The Client may file the UCC-1 Financing Statement immediately upon execution of this Agreement and receipt of the Assigned Interest.

3.5 Termination of Assignment

Upon termination:

• UCC-1 filing must be released and returned to Trust free and clear within five (5) business days.
• All rights under the Assigned Interest immediately cease.

4. PRIVATE TRUST EQUITY RELATIONSHIP

4.1 Equity Allocation

Upon execution of this Agreement:

• Trust receives 51% beneficial equity interest in Client’s Company.
• Client retains 49%.

4.2 Non-Management Role of Trust

The Trust shall not:

• Participate in daily operations
• Control management decisions
• Exercise voting control
• Influence strategic direction

The Client retains 100% operational and managerial control.

4.3 Equity Duration

Equity interest remains in effect for the duration of the Program or until executed under Section 4.4.

4.4 Equity Buyout – Fair Market Value

Either Party may buy out the other’s equity interest by:

• Requesting independent third-party valuation,
• Paying the FMV determined by a mutually selected independent valuation firm,
• Completing the equity transfer under Article I, Section 10 authority.

Profit share obligations adjust upon buyout.

5. PROFIT SHARE

Net profits of the Client’s Company shall be distributed as follows:

• 30% to Bluhe Shire Trust
• 70% to Client

“Net profits” means revenues minus genuine operating expenses, taxes, payroll, cost of goods, overhead, depreciation, and any other mutually accepted deductions. Profit share continues until termination or equity buyout.

6. INSURANCE (IF REQUIRED)

If any third-party institution requires insurance as a condition of financing or acceptance of the UCC-1 collateral:

• The Client shall obtain such insurance,
• Provide proof of insurance to the Trust upon request,
• Maintain the policy(s) for the duration of the Program.

7. CONFIDENTIALITY & NON-DISCLOSURE

7.1 Definition

“Confidential Information” means all written, oral, digital, proprietary, or financial information exchanged between the Parties.

7.2 Obligations

Each Party shall:

• Maintain strict confidentiality,
• Not disclose information to third parties without written consent,
• Use the same degree of care as for their own confidential information.

7.3 Permitted Disclosures

Disclosure allowed only to:

• Employees,
• Advisors,
• Contractors who have a need to know and are bound by equal or stronger confidentiality obligations.

7.4 Exclusions

Confidential Information does not include information that:

• Was already known,
• Becomes public through no fault of the receiving Party,
• Is lawfully received from a third party,
• Is independently developed.

7.5 Return or Destruction

Upon termination or at request, all Confidential Information must be returned or destroyed.

7.6 Duration

Confidentiality obligations survive for five (5) years after termination.

7.7 Breach Remedies

The aggrieved Party may seek:

• Injunctive relief
• Specific performance
• Any appropriate equitable remedy

8. REPRESENTATIONS & WARRANTIES

8.1 Trust

The Trust warrants that:

• It has authority to enter this Agreement,
• It may assign collateral interest,
• It operates within private trust jurisdiction.

8.2 Client

The Client warrants that:

• All onboarding information is accurate,
• The Company is compliant with local, state, and federal law,
• No material information was withheld.

9. INDEMNIFICATION

9.1 Trust Indemnifies Client Against:

• Trust’s breach of Agreement,
• Trust’s unlawful actions.

9.2 Client Indemnifies Trust Against:

• Misrepresentation,
• Legal violations by Client or Company,
• Breach of Agreement,
• Failure to comply with regulatory requirements.

10. AUDIT & FINANCIAL REPORTING

10.1 Quarterly Reporting

Client shall provide quarterly reports including:

• Revenues
• Expenses
• Net profits

10.2 Audit Rights

The Trust may audit financials to verify profit distribution accuracy.

Discrepancies must be corrected within thirty (30) days.

11. NON-COMPETE & NON-SOLICITATION

11.1 Non-Compete

For the term of this Agreement and 12 months after termination, Client shall not directly compete with Trust business initiatives.

11.2 Non-Solicitation

Client shall not solicit or hire Trust employees, contractors, or affiliates for 12 months after termination.

12. ESG STANDARDS

Client agrees to:

• Maintain ESG-aligned operations,
• Avoid human-rights violations,
• Uphold ethical practices,
• Comply with environmental laws.

13. INTELLECTUAL PROPERTY

13.1 Pre-Existing IP

Each Party retains its own pre-existing IP.

13.2 Jointly Developed IP

Owned proportionally to equity interests unless otherwise agreed.

13.3 Licensing

Each Party grants the other a non-exclusive, royalty-free license for purposes of fulfilling this Agreement.

14. TERMINATION

14.1 Termination Rights

Either Party may terminate for:

• Material breach not cured within 30 days,
• Insolvency,
• Illegal or unethical conduct,
• Mutual agreement.

14.2 Termination Obligations

Upon termination:

• UCC-1 must be released and returned free and clear,
• Profit share obligations cease,
• Equity interests may be bought out under Section 4.4.

15. GOVERNING LAW – ARTICLE I, SECTION 10

This Agreement is governed exclusively as a private contract under Article I, Section 10, which prohibits states from impairing the obligation of contracts. No state statutory jurisdiction applies unless mutually agreed in writing.

16. DISPUTE RESOLUTION – ICC ARBITRATION

Any dispute shall be resolved by private arbitration under ICC Rules, by a single arbitrator jointly selected. Venue shall be private and determined by mutual agreement.

17. TAX RESPONSIBILITY

Each Party is responsible for its own tax liabilities arising from profit or income connected with this Agreement.

18. EXECUTION

IN WITNESS WHEREOF, the Parties execute this Agreement as a private contract under Article I, Section 10, effective immediately upon receipt of the processing fee.




SIGNATURES

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