McDowell Caddie Club
McDowell Caddie Club Granite Reef Advisory LLC
Club House Partnership Agreement Master Agreement

This Club House Partnership Agreement (this “Agreement”) is entered into as of (the “Effective Date”) by and between:

GRANITE REEF ADVISORY LLC, an Arizona limited liability company and a wholly-owned subsidiary of Meyer Interests, LLC, with its principal place of business at (“Provider”),

and

, a with its principal place of business at (“Partner”).

Recitals

WHEREAS, Provider operates McDowell Caddie Club (“MCC”), a private, neighborhood-exclusive cart-share concierge service that transports members from their registered residences to partner club houses in North Scottsdale, Arizona on demand using six-passenger electric carts;

WHEREAS, Partner operates a club house, restaurant, or hospitality venue located within MCC's service area and desires to be designated a Partner Club House for the receipt of MCC member traffic;

WHEREAS, the parties wish to enter into an exclusive partnership for the provision of cart-share transportation services to and from Partner's venue, on the terms set forth herein;

NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Services
  1. Provider shall provide cart-share transportation services to MCC members from their registered residences to Partner's venue and return (the “Services”).
  2. Services are provided using Provider's electric carts and W-2 Caddie drivers, dispatched through the MCC member application.
  3. Provider determines the technical specifications of its vehicles, the credentialing of its Caddies, and the dispatch logic, in its sole discretion, provided that Provider maintains the standards of operation customary in private cart-share services in North Scottsdale.
2. Exclusivity
  1. Grant of Exclusivity. During the Term, Partner grants Provider the exclusive right to provide cart-share, golf-cart-based, low-speed-vehicle-based, or otherwise neighborhood-scale short-range vehicular transportation services to and from Partner's venue (the “Exclusive Services”).
  2. Negative Covenant. Partner shall not engage, contract with, partner with, promote, market, advertise, or otherwise permit any third party to provide the Exclusive Services for the benefit of Partner's venue or its guests.
  3. Carve-outs. The exclusivity granted herein does not restrict (i) Partner's guests from using their personal vehicles, traditional taxi services, rideshare platforms (e.g., Uber, Lyft), or other transportation arranged by such guests independently, or (ii) Partner from operating an in-house valet service for guest-driven vehicles.
  4. Inbound Coordination. Partner shall use commercially reasonable efforts to direct inbound member transportation inquiries to Provider's application or designated point of contact.
3. Term & Termination
  1. Initial Term. Twelve (12) months from the Effective Date.
  2. Renewal. Successive twelve-month terms automatically commence at the expiration of the Initial Term and each subsequent renewal term, unless either party delivers written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
  3. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches its obligations and fails to cure such breach within thirty (30) days of written notice.
  4. Termination for Convenience. Either party may terminate this Agreement without cause upon ninety (90) days' prior written notice; provided that during the first ninety (90) days of the Initial Term (the “Trial Period”), either party may terminate upon fourteen (14) days' prior written notice without cause and without further obligation.
  5. Effect of Termination. Upon termination, Partner's obligations under Section 2 (Exclusivity) cease, fees accrued through the termination date remain payable per the Fee Addendum, and Sections 7 (Indemnification), 8 (Confidentiality), and 11 (Governing Law) survive.
4. Compensation
  1. Compensation, payment terms, trial-period pricing, and any incentives or adjustments are set forth in the separately executed Compensation Addendum (the “Fee Addendum”), executed contemporaneously with this Agreement and incorporated herein by reference.
  2. The Fee Addendum may be amended from time to time by mutual written agreement of the parties without amendment to this Agreement. In the event of any conflict between this Agreement and the Fee Addendum regarding compensation, the Fee Addendum controls.
5. Operations
  1. Service Hours. Friday and Saturday evenings during the Initial Term, with expansion to additional days subject to the parties' mutual written agreement.
  2. Drop-off and Pickup. Partner shall designate a safe, accessible drop-off and pickup location at or near its primary guest entrance and shall keep such location free of obstruction during service hours.
  3. Staging. Partner shall permit Provider's carts to park or stage on Partner's premises during service hours at a location mutually agreed, subject to Partner's reasonable operational and safety requirements.
  4. Branding. Provider's carts, Caddies, and member-facing materials may display MCC branding. Partner consents to the use of Partner's venue name in Provider's member-facing materials as a Partner Club House. Partner may, in turn, identify its venue as an MCC Partner Club House in its marketing materials.
6. Insurance
  1. Provider shall maintain, at its expense and during the Term: (i) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; and (ii) commercial auto / low-speed-vehicle liability insurance appropriate to the operation of its carts.
  2. Upon Partner's request, Provider shall furnish certificates of insurance evidencing the foregoing coverages and naming Partner as an additional insured with respect to the Services.
7. Indemnification
  1. By Provider. Provider shall indemnify, defend, and hold harmless Partner, its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of (i) Provider's negligent or wrongful operation of the Services, (ii) Provider's breach of this Agreement, or (iii) injury to any person caused by a Provider cart or Caddie while engaged in the Services.
  2. By Partner. Partner shall indemnify, defend, and hold harmless Provider, its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, and reasonable expenses arising out of (i) conditions on Partner's premises outside Provider's control, (ii) Partner's negligence or willful misconduct, or (iii) Partner's breach of this Agreement.
  3. Procedure. The indemnified party shall promptly notify the indemnifying party of any claim and shall cooperate in its defense. The indemnifying party controls defense and settlement, provided that no settlement imposes non-monetary obligations on the indemnified party without its consent.
8. Confidentiality
  1. Each party shall keep confidential the other's non-public business, financial, member, customer, operational, and technical information disclosed in connection with this Agreement (“Confidential Information”) and shall use the same care to protect such information as it uses to protect its own, but in no event less than reasonable care.
  2. The receiving party may disclose Confidential Information only to its employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.
  3. The confidentiality obligations survive termination for a period of three (3) years.
9. Independent Contractors
  1. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.
10. Notices
  1. All notices required or permitted under this Agreement shall be in writing and delivered by hand, by overnight courier with tracking, or by electronic mail with read receipt, to the addresses set forth on the signature page (or such other address as a party may designate in writing).
11. Governing Law & Venue
  1. This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-laws principles.
  2. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona, and the parties consent to the personal jurisdiction of such courts.
12. Entire Agreement; Amendments
  1. This Agreement, together with the Fee Addendum, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written agreements, understandings, and communications.
  2. This Agreement may be amended only by a writing signed by both parties. The Fee Addendum may be amended in accordance with its own terms.
13. Counterparts; Electronic Signatures
  1. This Agreement may be executed in counterparts, each of which constitutes an original and all of which together constitute one and the same instrument.
  2. The parties consent to execution by electronic signature platforms (including, without limitation, DocuSign). An electronic signature shall have the same force and effect as an original signature.
14. Severability; Waiver
  1. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision is reformed to the minimum extent necessary to be enforceable while preserving its intent.
  2. A party's failure to enforce any provision does not constitute a waiver of its right to enforce that provision or any other provision thereafter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Provider Granite Reef Advisory LLC
\s1\
Patrick Meyer \n1\
Founder & Manager \t1\
\d1\
patrick.t.meyer@gmail.com
Partner [Partner Legal Name]
\s2\
\n2\
\t2\
\d2\
\e2\

Template only — not legal advice. This agreement is a starting framework and must be reviewed and customized by qualified Arizona counsel before execution. Indemnification, insurance, and termination clauses in particular should be tailored to the specific risk profile of each Partner venue.