UNITED WORLD LEADERS SOCIETY INITIATIVE, COUNCIL and membership PARTICIPATION CHARTER AND INSTITUTIONAL TERMS

These Institutional Terms and Participation Charter (“Agreement” or “Terms”) govern the participation of Members and individuals or organizations submitting proposals for, approved to establish, develop, lead, participate in, or otherwise associate with Initiatives or Councils operating within the institutional ecosystem of United World Leaders Society (“UWL,” “United World Leaders,” or the “Institution”).

By submitting a proposal, application, membership registration, or other submission, or by electronically or otherwise accepting these Terms, the individual or organization accepting these Terms (“Representative”) agrees to participate as a Member and/or establish, develop, lead, or participate in the applicable Initiative or Council in accordance with the institutional framework, mission, governance standards, policies, procedures, and requirements of United World Leaders.

All Appendices, Schedules, policies, and procedures expressly incorporated herein form part of these Terms.

DEFINITIONS

For purposes of these Terms:

“UWL” or “Institution” means United World Leaders and, as applicable, its officers, directors, representatives, affiliates, programs, platforms, subsidiaries, and Designated UWL Entities.

“Representative” means an approved or prospective Member, an individual or organization submitting or sponsoring a proposal, a person approved or invited to establish, develop, lead, or participate in an Initiative or Council, and/or a person or organization accepting these Terms.

“Initiative or Council” or “IC” means an approved or proposed Initiative, Council, program, working group, committee, task force, or similar institutional activity operating within the UWL ecosystem.

“Affiliation” means recognition by UWL that a Representative or IC participates within the UWL institutional ecosystem.

“Funding” means monetary or non-monetary support provided or proposed in connection with an IC, including sponsorships, donations, grants, membership-related support, charitable contributions, scholarships, fellowships, awards, event underwriting, governmental or institutional support, foundation or corporate funding, crowdfunding proceeds, goods, services, in-kind support, volunteer resources, and other financial or non-financial assistance.

“UWL Intellectual Property” means UWL names, trademarks, logos, branding, institutional materials, platforms, and other intellectual-property rights owned or controlled by UWL.

“IC Institutional Identity” means the approved name, title, description, logo, branding, visual identity, and other identifying attributes of an IC.

“Designated UWL Entity” means UWL Society or any affiliate, holding company, subsidiary, special-purpose vehicle, or other entity designated by UWL to receive, hold, administer, own, transfer, or exercise specified rights, assets, funds, or economic interests.

“UWL-Related Commercial Enterprise” and “Protected Economic Interest” have the meanings provided in Appendix A.

RECITALS

United World Leaders is a global leadership platform convening leaders, governments, institutions, organizations, businesses, academics, philanthropists, scientists, innovators, and other stakeholders to advance cooperation, peace, innovation, socioeconomic prosperity, and positive impact.

Representatives may propose or participate in Initiatives and Councils intended to advance humanitarian, educational, scientific, economic, policy, entrepreneurial, cultural, social, technological, environmental, healthcare, or other mission-aligned objectives.

UWL Initiatives and Councils are institutional and impact-oriented platforms and, except where UWL expressly provides otherwise in writing, are not vehicles through which Members independently operate businesses, investment funds, or other commercial enterprises.

Members may separately establish, own, participate in, or develop legally and operationally independent businesses, funds, intellectual-property ventures, and other commercial enterprises outside UWL and outside an IC. Where such an enterprise satisfies the nexus standards established in Appendix A, the Protected Economic Interest provisions of these Terms shall apply.

Accordingly, the parties agree as follows.

1. GENERAL STATUS AND PURPOSE

1.1 Institutional platform

If approved, the IC shall operate within the institutional platform of United World Leaders.

Unless UWL expressly establishes otherwise in writing, an IC is not a separate legal entity authorized to bind UWL.

Any use of the institutional designation “Independent Member of United World Leaders Society” is an approved description of institutional affiliation and shall not itself be interpreted as creating a separate legal entity, partnership, agency, franchise, joint venture, or ownership right.

1.2 alignment with mission

All IC activities must remain consistent with UWL’s mission and shall be subject to such UWL review and approval as these Terms and applicable policies require.

UWL’s mission includes advancing peace, cooperation, positive impact, and socioeconomic prosperity worldwide.

1.3 Non-Political, Non-Religious and Non-Divisive Conduct

The UWL platform shall not be used to promote partisan political campaigns, political parties, governmental factions, religious advocacy, geopolitical propaganda, influence campaigns, discrimination, hostility, polarization, or divisive agendas.

Representatives and IC participants are expected to respect different cultures, governments, societies, perspectives, and national interests and to pursue constructive dialogue, common ground, cooperation, and positive engagement.

UWL may take appropriate institutional action where conduct or communications are inconsistent with these principles.

1.4 standards of conduct

Representatives and IC participants shall maintain high standards of professionalism, integrity, ethics, judgment, respect, transparency, and conduct consistent with UWL’s mission and reputation.

2. APPROVAL, OPERATION AND INSTITUTIONAL GOVERNANCE

2.1 activities limited to approved proposal

An IC may conduct only activities included within its approved proposal or subsequently approved by UWL.

New, materially expanded, or materially modified activities require UWL approval where required by UWL.

Approval of a proposal does not authorize activity prohibited by these Terms or other UWL policies.

If an approved proposal conflicts with these Terms, the Terms control.

2.2 compliance

The IC shall operate consistently with:

1. its approved proposal;
2. these Terms;
3. incorporated Appendices and Schedules;
4. UWL policies and procedures; and
5. applicable law.

2.3 institutional control and platform protection

The Representative acknowledges UWL’s continuing responsibility to protect the integrity, reputation, mission, governance, and effective operation of its institutional ecosystem.

UWL may, as reasonably determined appropriate:

• modify or restructure an IC;
• combine, merge, consolidate, separate, rename, or reorganize ICs;
• appoint additional leaders or co-leaders;
• alter leadership responsibilities;
• appoint replacement leadership;
• remove individuals from leadership or participation;
• suspend an IC;
• place an IC on inactive status;
• discontinue or cancel an IC;
• withdraw affiliation or approval; or
• take other reasonable institutional measures.

Grounds may include insufficient activity or impact, failure to advance objectives, noncompliance, reputational or legal concerns, governance issues, inappropriate conduct, a desire by UWL not to continue the IC, or other reasonable and justifiable institutional considerations.

Leadership of an IC is an institutional appointment and does not create an ownership interest, franchise, vested right, permanent entitlement, or irrevocable right to continue serving.

2.4 institutional review and appeals

An affected Representative may request internal review by UWL’s Institutional Review and Appeals Committee within thirty (30) days after notice of the applicable institutional decision.

The Committee may affirm, modify, or reverse the decision.

Its determination constitutes UWL’s final internal determination.

3. AMENDMENTS TO TERMS, POLICIES AND PROCEDURES

UWL may amend, supplement, revise, replace, or update these Terms and applicable institutional policies to the fullest extent permitted by law.

Unless UWL provides otherwise, amendments may become effective when published through UWL’s official website or another authorized method.

Representatives are responsible for reviewing applicable current Terms and policies.

Continued participation, use of UWL affiliation, or use of UWL benefits following an effective amendment constitutes acceptance to the extent permitted by law.

The most recently applicable Terms shall control over inconsistent prior proposals, guidelines, communications, policies, publications, or other materials, except where UWL has expressly agreed otherwise in a specific written agreement.

4. IC FORMATION, APPROVAL AND LEADERSHIP ADVANCEMENT

Upon approval of an Impact & Legacy Proposal, the proposed IC ordinarily receives Interim Approval.

The approved individual may be appointed IC Formation Coordinator.

The Formation Coordinator is responsible for developing the IC, identifying and recommending appropriate individuals and organizations, developing the strategic structure of the IC, and undertaking other reasonable formation activities.

All proposed Members, advisors, organizations, leaders, and participants remain subject to UWL review and approval.

Unless UWL determines otherwise, approximately three (3) months may generally be provided for formation.

If UWL determines that the IC has developed an appropriate membership and satisfies applicable requirements, it may receive Formal Approval, and the Formation Coordinator may be appointed Director.

After sustained meaningful activities and accomplishments, a Director may be appointed Executive Director.

Following demonstrated meaningful impact, an Executive Director may be appointed Chair.

UWL retains discretion concerning approval, extensions, appointments, advancement, continuation, restructuring, or termination.

No status, appointment, title, extension, or advancement is automatic.

4.1 institutional orientation and alignment meetings

Upon UWL’s request, the Representative shall organize one or more virtual or in-person meetings involving approved IC leaders and/or Members.

Meetings shall be scheduled at times reasonably convenient for UWL’s representative while reasonably considering participant availability.

Such meetings may address UWL’s mission, policies, opportunities, expectations, IC objectives, responsibilities, governance, institutional alignment, and questions from participants.

The Representative shall make reasonable efforts to encourage participation by approved leaders and Members.

5. BENEFITS, MEMBERSHIP AND LIMITATIONS

At UWL’s discretion, an approved IC may receive benefits including:

• listing or recognition through UWL;
• institutional affiliation;
• invitations to selected events;
• exposure through UWL communications;
• opportunities to participate in programs and engagements;
• opportunities to engage with members of the UWL ecosystem; and
• other institutional benefits determined by UWL.

UWL makes no guarantee regarding funding, sponsorship, investors, introductions, partnerships, attendance, commercial results, political access, governmental participation, program outcomes, or any other specific result.

UWL may offer different paid membership categories and benefits.

An IC remains responsible for developing its activities, participants, strategic relationships, supporters, and stakeholders.

Participation by a government, company, university, nonprofit, individual leader, or other institution does not itself constitute endorsement, sponsorship, partnership, agency, or legal representation by UWL.

Opinions expressed by participants remain their own unless expressly identified as official UWL positions.

6. BRANDING, TITLES, ASSOCIATION AND USE OF THE UWL NAME

6.1 limited license

Subject to continuing compliance, UWL grants approved Representatives a temporary, revocable, non-exclusive, non-transferable, non-sublicensable license to identify their approved affiliation and use authorized UWL intellectual property solely as permitted by UWL.

6.2 revocation

UWL may suspend, restrict, or revoke such license in connection with suspension, termination, noncompliance, institutional restructuring, reputational or legal concerns, or other reasonable institutional grounds.

6.3 official identification requirement

Where UWL requires the designation, an approved IC shall identify itself substantially as:

[Name of IC]
Independent Member of United World Leaders Society

The designation must be displayed prominently on materials referencing the UWL affiliation.

Unless UWL approves another format, “Independent Member of United World Leaders Society” shall appear in close proximity to the IC name and in a type size no smaller than approximately eighty percent (80%) of the IC name.

The UWL logo shall also be displayed as required by UWL and shall not be visually minimized in a manner that obscures the relationship.

This requirement applies, where relevant, to websites, printed and electronic materials, brochures, banners, presentations, reports, promotional materials, public communications, and similar materials.

Applicable branding updates shall ordinarily be implemented within ten (10) business days after approval or instruction by UWL.

Where UWL identifies noncompliant branding or communications, the Representative shall promptly correct the materials and, where requested, cease further distribution of the noncompliant version within one (1) business day after notice.

Alternative descriptions of UWL affiliation require UWL approval.

6.4 title and association usage

Approved leaders and Members are expected, where appropriate, to identify their UWL title, membership, Council or Initiative leadership role, or other approved association in relevant professional biographies, articles, presentations, speaking appearances, profiles, institutional materials, websites, and other suitable professional contexts.

Any such use must be accurate, consistent with UWL instructions, and immediately modified or discontinued when a person’s status changes or terminates.

6.5 initial communications and publications

The Representative shall provide UWL for review and approval such initial letters, communications, public documents, marketing materials, and promotional materials issued on behalf of or in connection with the IC as UWL reasonably requests.

Following the initial review process, the Representative shall provide UWL, for institutional records, copies of or access to relevant:

• websites;
• landing pages;
• newsletters;
• social-media accounts and content;
• presentations;
• brochures;
• advertisements;
• videos;
• press releases;
• reports;
• publications;
• event materials; and
• other material public communications

created or used in connection with the IC.

UWL may require reasonable modifications to protect institutional policies, branding, mission, legal interests, or reputation.

6.6 required disclaimer

Communications referencing UWL shall contain the disclaimer in Appendix B or such substitute language as UWL approves.

7. INTELLECTUAL PROPERTY, BRANDING AND LICENSES

7.1 pre-existing and independent intellectual property

Except as expressly provided in these Terms, including Appendix A, acceptance of these Terms does not automatically transfer to UWL intellectual property demonstrably owned by a Representative or other party independently of the applicable IC or UWL relationship.

7.2 UWL INTELLECTUAL PROPERTY

All UWL names, trademarks, logos, institutional branding, platforms, and other UWL Intellectual Property remain owned or controlled by UWL.

No Representative receives any ownership interest in UWL Intellectual Property.

Licenses are limited, revocable, and restricted to authorized uses.

7.3 ownership of ic institutional identity

Upon UWL approval of an IC, its official name, title, approved description, branding, logos, visual identity, and other institutional identifying attributes shall become and remain UWL property.

UWL may use, reproduce, publish, archive, modify, distribute, promote, or otherwise use such institutional identity and related materials for lawful institutional purposes.

7.4 institutional rights regarding ic activities and materials

The Representative grants UWL a perpetual, worldwide, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license to record, reproduce, publish, archive, display, distribute, edit, translate, create derivative works from, and otherwise use IC-related meetings, webinars, conferences, presentations, reports, recordings, photographs, videos, publications, communications, promotional materials, impact reports, and similar materials for lawful institutional purposes.

These rights survive termination.

7.5 commercial and independently developed intellectual property

Intellectual property that constitutes or forms part of a qualifying UWL-Related Commercial Enterprise is subject to Appendix A.

Qualifying intellectual property may include inventions, ideas to the extent legally protectable or contractually owned, solutions, technologies, treatments, processes, methods, formulas, software, know-how, trade secrets, patents, patent applications, patents pending, copyrights, designs, data rights, commercialization rights, licensing rights, and other IP assets.

7.6 further assurances

Representatives shall execute and, to the extent reasonably within their control, cause applicable parties and entities to execute documents reasonably necessary to establish, confirm, preserve, register, perfect, or implement UWL rights created under these Terms.

8. GOVERNANCE, COMMUNICATION, REPORTING AND IMPACT

8.1 continuing impact expectations

The Representative acknowledges that ICs are intended to create meaningful and demonstrable impact consistent with UWL’s mission.

UWL may consider the IC’s activity, engagement, progress, contribution, and impact in determining continuing approval, leadership appointments, advancement, restructuring, or continuation.

8.2 advance notice of events and uwl participation

The Representative shall promptly notify UWL of planned IC-related events, meetings, forums, programs, initiatives, conferences, workshops, roundtables, summits, webinars, speaking engagements, or other significant activities.

The Representative shall provide UWL sufficient available information regarding the activity and, where reasonably appropriate, provide UWL an opportunity to attend, participate, support, promote, or provide welcoming, keynote, closing, or other remarks.

8.3 formation and ongoing reporting

During the formation stage, the Representative shall provide at least monthly updates concerning formation, outreach, proposed participants, significant strategic relationships, and progress toward establishment of the IC.

After Formal Approval, UWL may continue to require periodic operational reports and may request monthly or other reporting where appropriate.

In addition, the IC shall provide a comprehensive written Impact Report at least once every three (3) months, or more frequently if requested.

Impact Reports may address:

• activities and programs;
• objectives;
• outcomes;
• measurable results;
• participants and stakeholders;
• jurisdictions and geographic impact;
• partnerships and collaborations;
• economic, educational, humanitarian, scientific, technological, environmental, health, policy, governance, social, or other impact;
• media and publications;
• supporting documentation;
• future initiatives; and
• additional information reasonably requested by UWL.

The IC shall maintain adequate records supporting its reports.

UWL may summarize, edit, compile, publish, distribute, present, or otherwise use reported impact for institutional, governance, public-relations, fundraising, media, educational, governmental, philanthropic, strategic, and other lawful purposes, subject to expressly agreed confidentiality obligations.

Material failure to report, or submission of materially inaccurate, misleading, unsupported, or incomplete information, may constitute a material breach.

9. HONORARY CHAIRS, PATRONS AND ADVISORY LEADERS

UWL may appoint members of IC who are , in its sole discretion, distinguished individuals as Honorary Chairs, Patrons, Advisors, or similar participants.

Unless otherwise expressly agreed, such appointments are honorary or advisory and do not create operational responsibility, agency, fiduciary responsibility, or liability.

10. AUTHORITY, EXTERNAL ENGAGEMENTS, OVERSIGHT AND RESPONSIBILITY

10.1 no authority to bind uwl

Neither an IC nor any Representative may bind UWL, create obligations for UWL, or represent that the person has authority to bind UWL unless expressly authorized in writing.

10.2 independent responsibility

The IC and its leadership are responsible for their activities and compliance with applicable laws, regulations, policies, and standards.

UWL may promote the IC or facilitate engagement within its ecosystem, but the IC shall not assume or rely upon UWL being responsible for sourcing participants, partners, sponsors, investors, supporters, or other stakeholders.

10.3 no employment, agency, partnership or joint venture

Except where expressly established in writing, nothing in these Terms creates employment, agency, partnership, joint venture, fiduciary relationship, franchise, or authority to act on behalf of UWL.

The economic-interest provisions of Appendix A do not, by themselves, create operational control, investment-management responsibility, or agency.

10.4 restriction on association and representation

The Representative shall not use UWL or IC names, identities, logos, or branding in a manner reasonably likely to suggest an unauthorized affiliation, endorsement, sponsorship, partnership, or other association.

The Representative shall exercise reasonable care regarding parties with whom UWL or IC branding is publicly associated.

10.5 mandatory pre-approval of external engagements and communications

The IC shall obtain prior written UWL approval for external engagements, relationships, collaborations, communications, or representations where UWL requires approval or where the activity may reasonably be perceived as establishing or announcing a formal relationship, endorsement, partnership, sponsorship, or institutional association.

Such matters may include:

• formal partnerships;
• joint initiatives;
• co-branded materials;
• significant public announcements;
• major events;
• speaking arrangements;
• media appearances;
• sponsorship arrangements;
• formal institutional collaborations; and
• other activities reasonably designated by UWL.

Requests shall provide sufficient information for UWL to evaluate the proposed engagement.

UWL may approve, decline, or condition an engagement.

10.6 monitoring, reporting and audit rights

UWL may reasonably monitor, review, and audit activities, records, communications, materials, operations, and relevant documentation associated with an IC to verify compliance.

The IC shall maintain adequate records and cooperate with reasonable information and documentation requests.

These institutional oversight rights are separate from the commercial-enterprise information and accounting rights contained in Appendix A.

10.7 mandatory self-reporting of violations

If a Representative becomes aware of conduct that constitutes or reasonably may constitute a material violation of these Terms, the Representative shall promptly notify UWL and provide reasonably available information regarding:

• the conduct;
• relevant dates and circumstances;
• involved parties;
• financial or non-financial elements; and
• known or reasonably anticipated consequences.

10.8 mandatory remediation

Where UWL determines corrective action is appropriate, the Representative shall reasonably cooperate in remediation, which may include:

• correcting communications;
• notifying affected parties;
• clarifying the absence of unauthorized UWL endorsement or involvement;
• withdrawing noncompliant materials;
• discontinuing unauthorized activity;
• returning or redirecting improperly obtained funds where legally appropriate; and
• providing confirmation of remedial steps.

Failure to report or reasonably remediate a material violation may constitute an additional material breach.

10.9 liability, leadership responsibility and indemnification

IC leadership is responsible for authorized and unauthorized acts, representations, communications, and omissions undertaken through the IC to the extent provided by law.

To the fullest extent permitted by applicable law, responsible Representatives shall indemnify, defend, and hold harmless UWL and its applicable officers, directors, representatives, Members, and affiliates against claims, liabilities, losses, damages, costs, and reasonable legal expenses arising from:

• material breach of these Terms;
• unauthorized fundraising;
• unauthorized commercial or financial activity;
• misleading representation of UWL affiliation or endorsement;
• failure to obtain required approvals;
• violation of applicable law;
• knowing misconduct;
• gross negligence; or
• other acts for which indemnification is legally permitted and appropriate.

Individuals exercising material leadership or decision-making authority have a responsibility to exercise reasonable oversight regarding compliance.

UWL assumes no liability for unauthorized obligations, commitments, representations, or activities undertaken by IC leadership or Members.

11. IC FINANCIAL ACTIVITIES, FUNDING AND FISCAL ADMINISTRATION

11.1 purpose and separation from outside commercial enterprises

This Section governs funds, sponsorships, donations, membership-related funding, grants, and other financial or non-financial support associated with the IC itself.

It is separate from Appendix A.

There are therefore two distinct regimes:

IC-related Funding and cashflows: governed by this Section and existing UWL financial policies.

Outside commercial enterprises: governed by Appendix A when the applicable nexus exists.

Nothing in Appendix A authorizes commercial activity within an IC.

Nothing in this Section eliminates an otherwise applicable Protected Economic Interest in an outside enterprise.

11.2 no commercial activities within an ic

Except where UWL expressly authorizes otherwise in advance in writing, an IC shall not itself conduct or operate:

• a commercial business;
• investment fund;
• investment activity;
• trading enterprise;
• commercial venture;
• revenue-generating business; or
• other independent commercial operation.

No Representative may represent that UWL endorses, operates, manages, or participates in an outside commercial enterprise without express written UWL authorization.

11.3 permitted ic funding

Subject to UWL approval and applicable policies, an IC may seek and receive support including:

• sponsorships;
• donations;
• grants;
• membership-related funding;
• institutional contributions;
• event sponsorships;
• event underwriting;
• philanthropic support;
• governmental or intergovernmental support;
• foundation support;
• corporate support;
• scholarships or fellowships;
• approved crowdfunding;
• goods or services;
• in-kind contributions; and
• other approved Funding.

Such Funding remains IC-related Funding and is not an outside commercial enterprise merely because funds are received.

11.4 No independent fundraising or collection

A Representative or IC may not independently solicit, receive, collect, process, hold, administer, or distribute IC-related Funding without UWL’s required prior approval.

The IC shall not be used to raise Funding for a private business, fund, nonprofit, political body, individual, or other third party without express UWL approval.

IC-related Funding may not be diverted into a Representative’s private company, nonprofit, fund, bank account, payment processor, wallet, affiliate, or other vehicle to avoid UWL policies.

11.5 prior approval

IC-related fundraising and Funding activity must receive UWL’s prior approval before such steps as UWL requires, which may include before:

• approaching a prospective funding source;
• making funding commitments or representations;
• publicly announcing the opportunity; or
• accepting Funding.

UWL may approve, condition, postpone, or decline proposed Funding.

11.6 fiscal administration through uwl

Unless UWL expressly authorizes another arrangement in writing, approved IC Funding shall be received, administered, and disbursed through financial accounts designated by UWL Society or another Designated UWL Entity.

Representatives shall not establish or use separate bank accounts, crowdfunding accounts, payment processors, digital wallets, cryptocurrency wallets, or similar mechanisms to administer IC Funding without approval.

11.7 due diligence on funding sources

UWL may require information and documentation concerning donors, sponsors, grantors, Members, institutional supporters, or other funding sources.

Such information may include:

• identity;
• legal and organizational status;
• beneficial ownership;
• contact information;
• funding amount;
• intended use;
• source of funds;
• financial or institutional background;
• references;
• sanctions information;
• AML/KYC documentation;
• anti-bribery or anti-corruption certifications; and
• other reasonably requested information.

UWL may also require meetings, interviews, calls, certifications, or other due-diligence procedures.

11.8 required funding, sponsorship and engagement agreements

As a condition of proceeding with Funding, UWL may require one or more separate agreements among, as appropriate:

• UWL or a Designated UWL Entity;
• the Representative or IC leader; and
• the sponsor, donor, grantor, Member, funding source, or other participating party.

Such documentation may address funding terms, sponsorship, compliance, indemnification, source of funds, use of UWL branding, deliverables, approvals, accounting, restrictions, and other relevant terms.

The Representative shall cooperate in obtaining and complying with required documentation.

11.9  Institutional Administration and Platform Support Fee — 9%

Unless UWL expressly agrees to a different arrangement in writing or applicable law or binding funding restrictions require otherwise, UWL shall retain an Institutional Administration and Platform Support Fee equal to nine percent (9%) of approved IC-related Funding.

The 9% standard shall apply across applicable approved categories of IC-related cashflow and Funding, including sponsorship, membership-related support, grants, donations, and other approved sources, subject to legal and contractual restrictions.

The fee may be deducted before disbursement.

The fee supports, among other matters:

• financial administration;
• accounting and bookkeeping;
• banking and payment processing;
• governance;
• compliance;
• insurance;
• technology;
• cybersecurity;
• communications;
• institutional infrastructure;
• platform development; and
• UWL’s continuing capacity to support and expand its Members, Councils, Initiatives, and global impact.

11.10 administration and disbursement

Approved Funding shall be administered according to:

• applicable funding agreements;
• approved purposes;
• applicable restrictions;
• applicable law;
• these Terms; and
• UWL policies.

UWL may generally make payments directly to approved vendors, service providers, venues, consultants, scholarship recipients, beneficiaries, or other approved payees.

Representatives shall provide invoices, contracts, receipts, certifications, payment requests, reports, or supporting documentation reasonably requested by UWL.

UWL is not required to make a payment that it reasonably determines would violate law, applicable restrictions, UWL policy, funding documentation, or UWL’s mission.

11.11 financial oversight

Representatives shall cooperate with UWL’s reasonable accounting, financial reporting, compliance, audit, and oversight requirements associated with IC Funding.

11.12 RESERVATION OF RIGHTS 

UWL may decline, suspend, return, refuse to administer, or discontinue Funding where UWL reasonably determines that doing so is necessary or appropriate due to legal, financial, tax, regulatory, operational, ethical, reputational, governance, or mission-related concerns.

12. CONFIDENTIALITY AND NON-DISPARAGEMENT

Representatives shall protect confidential UWL information and shall not knowingly make false or defamatory statements concerning UWL, its leadership, Members, programs, or affiliated parties.

Confidentiality obligations survive termination where applicable.

13. ANNUAL AFFILIATION VALUE, FEE WAIVER AND INSTITUTIONAL SUSTAINABILITY

The Representative acknowledges that significant institutional resources, reputation, visibility, infrastructure, platform access, and opportunities may be provided through UWL.

UWL presently waives what would otherwise be a $1,000,000 annual institutional affiliation fee for the exposure, promotion, and limited rights provided under these Terms when such benefits are used consistently with UWL requirements.

The Representative acknowledges the importance of UWL’s financial independence and long-term sustainability.

Nothing in this Section modifies either:

1. the 9% Institutional Administration and Platform Support Fee applicable under Section 11; or
2. the separate 9% Protected Economic Interest applicable to qualifying outside commercial enterprises under Appendix A.

14. COMPLIANCE, LEGAL MATTERS AND CONDUCT

To the extent lawful, the Representative represents that the Representative has disclosed to UWL material criminal matters, pending criminal charges, significant legal proceedings, regulatory proceedings, or comparable matters that could reasonably affect UWL’s decision regarding participation.

The Representative shall notify UWL promptly, and where reasonably practicable within one (1) business day after becoming aware, of material criminal proceedings, significant lawsuits, regulatory matters, or material reputational risks involving the Representative, IC leadership, or the IC that could reasonably affect UWL.

UWL may request additional information reasonably necessary to evaluate the circumstances.

15. GLOBAL INSTITUTIONAL INTEGRITY

UWL may suspend, restructure, restrict, or terminate an IC, membership, appointment, or affiliation where continued association creates or may reasonably create material legal, regulatory, reputational, ethical, operational, governance, security, financial, or institutional concerns.

16. REASONABLE DUE DILIGENCE AND DUTY OF DISCLOSURE

Representatives share responsibility for helping protect the integrity and reputation of the UWL ecosystem.

16.1 DUE DILIGENCE BEFORE INTRODUCTION

Before introducing, nominating, recommending, inviting, or materially facilitating engagement of an individual, organization, institution, business, governmental representative, or other party with UWL or an IC, a Representative shall undertake reasonable due diligence appropriate to the circumstances.

Such review may include publicly available professional information, background, credentials, affiliations, significant reported legal or regulatory matters, and material reputational concerns.

No professional investigation is required unless specifically requested by UWL.

16.2 DISCLOSURE OF MATERIAL CONCERNS

A Representative shall promptly notify UWL of known circumstances that could reasonably present material legal, regulatory, reputational, ethical, financial, security, operational, or other risk.

The obligation continues after an introduction has been made.

16.3 PARTIES INTRODUCED BY OTHERS 

The disclosure obligation also applies to relevant parties encountered through UWL even where the Representative did not originally introduce them.

A Representative is not generally required to independently investigate such parties unless requested, but shall not knowingly disregard material adverse information that comes to the Representative’s attention.

16.4 INDEPENDENT UWL APPROVAL

A Representative’s due diligence or recommendation does not constitute approval by UWL.

UWL retains independent discretion regarding participation and engagement.

17. NON-COMPETING AND CONFUSINGLY SIMILAR INITIATIVES

During the Representative’s UWL relationship and, to the extent permitted and enforceable under applicable law, for five (5) years following termination, the Representative shall not misuse UWL’s confidential information, IC Institutional Identity, UWL Intellectual Property, or institutional platform to establish, promote, or operate an initiative confusingly similar to or improperly derived from the applicable IC or UWL platform.

This provision is intended to protect legitimate UWL institutional and intellectual-property interests and shall be interpreted to the maximum lawful extent consistent with that purpose.

This Section does not replace or diminish the Protected Economic Interest provisions applicable to qualifying commercial enterprises under Appendix A.

18. PAY THE OPPORTUNITY FORWARD — EMPOWER OTHERS AND CREATE GREATER IMPACT AND LEGACY

UWL’s global community is strengthened through trusted introductions, peer endorsements, and recommendations of qualified leaders.

Representatives are encouraged, both during the application process and during their ongoing relationship with UWL, to identify and nominate individuals whom they believe possess the integrity, expertise, credibility, vision, and leadership capacity to contribute meaningfully to UWL’s mission.

Recommendations may include individuals capable of leading or participating in humanitarian, educational, scientific, environmental, economic, entrepreneurial, policy, technological, cultural, social, healthcare, or other impact-oriented activities.

Where reasonably available, nominations may include:

• full name;
• country of residence;
• email;
• telephone;
• LinkedIn profile or biography;
• principal area of expertise; and
• other information relevant to evaluation.

Introductions and nominations are encouraged but are not guaranteed to result in acceptance, membership, appointment, leadership, or participation.

UWL may consider the quality, relevance, and resulting engagement of introductions, together with many other factors, when considering participation, appointments, advancement, opportunities, committees, publications, programs, and other institutional relationships.

All nominations remain subject to UWL review and discretion.

19. TERMINATION, CANCELLATION AND STAKEHOLDER COMMUNICATIONS

19.1 TERMINATION OR CANCELLATION

A Representative’s UWL relationship, membership, appointment, leadership status, or IC affiliation may end because of resignation, voluntary cancellation, UWL action, IC discontinuation, expiration, restructuring, or other circumstances permitted by these Terms.

19.2 MANDATORY NOTIFICATION BY REPRESENTATIVE

Upon termination, cancellation, suspension, discontinuation, or material change in the Representative’s UWL or IC relationship, whether initiated by UWL or the Representative, the Representative shall promptly notify relevant:

• IC Members;
• leaders;
• participants;
• stakeholders;
• partners;
• collaborators;
• sponsors or supporters, where appropriate; and
• other materially affected parties

of the change in status.

The communication shall be accurate and shall not state or imply continuing authority, appointment, leadership, affiliation, or authority to represent UWL where none exists.

19.3 UWL’S INDEPENDENT COMMUNICATION RIGHT

UWL independently reserves the right, but not the obligation, to notify any Member, participant, stakeholder, partner, governmental contact, institutional contact, sponsor, donor, supporter, collaborator, or other relevant party concerning:

• termination;
• cancellation;
• suspension;
• leadership change;
• status change;
• restructuring;
• discontinuation; or
• continuation of an IC under different leadership.

UWL may correct or clarify inaccurate or misleading representations regarding the Representative’s status or the IC.

19.4 CESSATION OF USE OF UWL IDENTITY

Upon termination or suspension, the Representative shall promptly discontinue unauthorized use of:

• UWL titles;
• IC leadership titles;
• UWL names and logos;
• UWL email identities;
• IC representations;
• institutional affiliations; and
• other indicia of continuing authority.

19.5 ACCRUED AND SURVIVING RIGHTS

Termination does not extinguish rights and obligations intended to survive, including:

• UWL Intellectual Property rights;
• IC Institutional Identity rights;
• accrued financial obligations;
• Protected Economic Interests;
• confidentiality;
• indemnification;
• anti-circumvention protections;
• applicable economic anti-dilution protections;
• accounting and information rights;
• further-assurance obligations;
• applicable reporting obligations;
• dispute-resolution provisions; and
• rights arising from qualifying activities, opportunities, enterprises, assets, or intellectual property developed during the relationship.

20. LEGAL PROVISIONS

20.1 GOVERNING LAW

These Terms shall be governed by the laws of the  city of Miami, State of Florida, except where applicable law requires otherwise.

20.2 MEDIATION

Required mediation shall occur in Miami-Dade County, Florida, unless UWL and the applicable party agree otherwise in writing.

20.3 ARBITRATION

Where arbitration is required, proceedings shall be conducted under the applicable rules of the American Arbitration Association, unless otherwise agreed.

20.4 ENTIRE AGREEMENT

These Terms, incorporated Appendices and Schedules, applicable incorporated UWL policies, and applicable transaction-specific agreements constitute the agreement concerning the subjects they address.

20.5 SPECIFIC AGREEMENTS; MODICIATIONS

UWL may enter into a separate written agreement that modifies a provision for a specific Representative, IC, business, fund, transaction, or circumstance.

A different percentage, economic arrangement, or other modification shall be effective only where expressly agreed in writing by an authorized UWL representative.

A specific written modification supersedes these Terms only with respect to the matter expressly modified.

No waiver of a UWL right shall be inferred merely from silence, delay, informal discussions, or failure to exercise a right immediately.

20.6 SEVERABILITY

If any provision is determined invalid or unenforceable, the remaining provisions remain effective, and the affected provision shall be enforced to the maximum lawful extent where permitted.

20.7 FURTHER ASSURANCES

Representatives shall execute and reasonably cause controlled entities to execute documents and take actions reasonably necessary to implement obligations and interests already established under these Terms.

20.8 SURVIVAL

Intellectual-property rights, indemnification, confidentiality, Protected Economic Interests, accrued financial rights, anti-circumvention obligations, applicable information/accounting rights, further-assurance duties, and dispute-resolution provisions survive termination to the extent applicable.

21. INCORPORATION OF APPENDICES AND SCHEDULES

Each Appendix and Schedule referenced in these Terms is incorporated into and constitutes an integral part of these Terms.

By accepting these Terms, the Representative agrees to all Appendices and Schedules whether or not the circumstances addressed by a particular Appendix or Schedule exist or are contemplated when the Representative accepts the Terms.

A provision addressing a future activity, business, transaction, fund, intellectual-property asset, or other circumstance becomes operative automatically when the applicable contractual conditions arise.

No additional acceptance is required for the fundamental rights and obligations established by these Terms.

A subsequent implementation agreement may clarify, document, perfect, or administer such rights but, unless expressly stated otherwise by UWL, shall not be a condition to their existence.

Failure or refusal to execute a requested supplemental or implementation agreement shall not extinguish, reduce, postpone, waive, or otherwise prejudice a UWL right or Protected Economic Interest already arising under these Terms.

22. ELECTRONIC ACCEPTANCE AND BINDING AGREEMENT

By submitting a proposal, application, membership registration, or other applicable submission through a UWL website or platform and selecting an option indicating agreement, the Representative acknowledges that the action constitutes legally binding electronic acceptance to the fullest extent permitted by law.

The Representative confirms that:

• the Representative has read and understood these Terms;
• the Representative has had the opportunity to seek independent legal, tax, financial, or other advice;
• the Representative has authority to accept the Terms; and
• electronic acceptance may be relied upon as evidence of agreement.

APPENDIX A

UWL-RELATED COMMERCIAL ENTERPRISES AND PROTECTED ECONOMIC INTEREST

a.1 PURPOSE

This Appendix addresses businesses, investment funds, intellectual-property ventures, and other commercial or revenue-generating enterprises that exist outside UWL and outside an IC.

It does not authorize an IC itself to conduct commercial activity.

IC Funding remains governed by Section 11.

a.2 important limitation

UWL does not obtain an interest in every business owned or created by a Member merely because that person is associated with UWL.

This Appendix applies only when the applicable business, fund, asset, opportunity, or enterprise satisfies the UWL nexus described below.

A.3 UWL-RELATED COMMERCIAL ENTERPRISE

A UWL-Related Commercial Enterprise is a business, fund, investment vehicle, commercial opportunity, intellectual-property asset or venture, product, service, or other revenue-generating enterprise satisfying either or both of the following tests:

a.3.1 council/initiative nexus

The enterprise is created, acquired, sponsored, launched, commercialized, materially developed, materially enhanced, or materially expanded by a Representative or Related Party and focuses upon, is substantially similar to, is connected with, complements, derives from, or commercially exploits the subject matter, activities, objectives, relationships, work, opportunities, solutions, technologies, or focus of an IC or other material UWL association.

Examples include, without limitation:

• a healthcare or longevity fund created by members of a Healthcare & Longevity Council;
• a healthcare technology business;
• a supplement or wellness business;
• a diet, nutrition, health or longevity consulting business;
• a healthcare clinic or services company;
• intellectual property, treatments, technologies, or products associated with the same or substantially connected focus; or
• another commercial enterprise materially related to opportunities or subject matter developed through the IC.

a.3.2 uwl benefit nexus

An enterprise may also constitute a UWL-Related Commercial Enterprise even if its business focus differs from that of the applicable IC where the enterprise materially benefits, directly or indirectly, from the UWL ecosystem or platform.

Relevant benefits may include:

• UWL institutional standing;
• name;
• reputation;
• credibility;
• affiliation;
• relationships;
• Members;
• introductions;
• contacts;
• meetings;
• events;
• strategic access;
• information;
• opportunities;
• visibility;
• intellectual property;
• resources;
• platform;
• goodwill; or
• other benefits derived materially through UWL or a UWL-related relationship.

a.4 covered persons and structures

The Appendix may apply where a qualifying enterprise is established, controlled, materially developed, sponsored, beneficially owned, or economically participated in directly or indirectly by:

• a Representative;
• Member;
• IC leader;
• entity controlled by such person;
• affiliated entity through which such person receives economic benefit;
• sponsor entity;
• management company;
• GP or managing-member entity;
• holding company;
• SPV;
• intellectual-property holding company;
• successor entity;
• nominee structure; or
• other substantially equivalent arrangement.

Application shall depend upon the economic and commercial substance of the arrangement rather than merely the names of the entities used.

a.5 nine percent (9%) protected economic interest

Unless UWL expressly agrees in writing to a different percentage or economic arrangement, a Designated UWL Entity shall be entitled to a nine percent (9%) Protected Economic Interest when a UWL-Related Commercial Enterprise is created, acquired, launched, materially developed, materially enhanced, or commercialized within the scope of this Appendix.

Where legally and structurally practicable, UWL’s interest shall be implemented as actual ownership, including equity, membership interests, partnership interests, profits interests, sponsor interests, GP interests, carried-interest rights, intellectual-property interests, or equivalent ownership or economic rights.

The intent is that the Designated UWL Entity receive the substantive economics attributable to a protected 9% ownership position.

a.6 protected economics; no artificial expense erosion

UWL’s 9% economics shall be determined so that they cannot be materially or disproportionately reduced through discretionary or easily manipulated expenses or structural arrangements.

The calculation of protected economics may disregard or appropriately adjust for:

• excessive or discretionary owner compensation;
• principal payroll or bonuses used to divert ownership economics;
• distributions characterized as expenses;
• non-arm’s-length affiliate charges;
• related-party management or consulting fees;
• artificial overhead allocations;
• transfers below fair value;
• diversion of revenue to another controlled entity;
• preferential arrangements designed to strip economics from the entity in which UWL participates; or
• substantially equivalent methods of avoiding UWL’s participation.

Bona fide, reasonable, arm’s-length operating expenses may be recognized as appropriate.

The objective is not to prevent a business from paying legitimate expenses. The objective is to prevent UWL’s 9% economic ownership from being reduced through manipulable deductions or diversion of value.

a.7 one 9% economic interest – no double recovery

The Protected Economic Interest represents one protected 9% economic participation.

It is not intended to create a duplicative 9% + 9% + 9% claim against the same underlying proceeds.

If UWL receives 9% of protected management-fee economics or 9% of carried-interest economics, amounts representing those same underlying economics shall be appropriately credited against otherwise duplicative distributions attributable to UWL’s ownership.

However, genuinely separate economic proceeds shall not be offset merely because they arise from the same business.

a.8 intellectual property

The Protected Economic Interest may apply to qualifying intellectual property satisfying the nexus requirements of this Appendix.

Such intellectual property may include:

• inventions;
• legally protectable concepts or solutions;
• technologies;
• treatments;
• processes;
• methods;
• formulas;
• know-how;
• trade secrets;
• patents;
• patent applications;
• patents pending;
• copyrights;
• software;
• designs;
• databases;
• data rights;
• commercialization rights;
• licensing rights;
• royalty rights; and
• other intellectual-property or proprietary rights.

Where applicable, UWL’s 9% participation may extend to ownership of the qualifying IP itself and/or the economic rights arising from it, including:

• royalties;
• licensing income;
• milestone payments;
• commercialization proceeds;
• sale proceeds;
• assignments;
• sublicensing proceeds; and
• other monetization.

A party may not avoid an otherwise applicable UWL interest merely by placing IP into a separate holding or licensing company.

a.9 pre-existing business and intellectual property

A bona fide business, fund, or intellectual-property asset demonstrably existing independently before the relevant UWL relationship does not automatically become subject to the 9% Protected Economic Interest merely because its owner later joins UWL.

Representatives should disclose materially relevant pre-existing enterprises or intellectual property where reasonably necessary to avoid ambiguity.

If a pre-existing enterprise or IP asset is later materially developed, enhanced, expanded, commercialized, or economically benefited through the UWL nexus described in this Appendix, UWL’s rights concerning the UWL-related development, enhancement, economics, opportunity, or resulting enterprise shall be determined under this Appendix.

a.10 anti-circumvention

No Representative shall directly or indirectly structure, restructure, transfer, divert, allocate, relocate, rename, reorganize, or conduct a qualifying enterprise or its economics for the purpose or material effect of avoiding, reducing, or defeating UWL’s Protected Economic Interest.

This includes use of:

• affiliates;
• nominees;
• related entities;
• successor entities;
• alternative management companies;
• IP holding companies;
• alternative GP entities;
• carry vehicles;
• SPVs;
• parallel structures;
• asset transfers; or
• other structures having substantially equivalent economic effect.

Substance shall prevail over form.

a.11 anti-dillusion and protection against economic impairement

UWL’s Protected Economic Interest shall not be disproportionately diluted, subordinated, economically impaired, or circumvented through:

• insider securities issuances;
• affiliate issuances;
• artificially low valuations;
• preferential securities;
• non-arm’s-length transactions;
• restructurings;
• diversion of material assets;
• diversion of revenues;
• transfer of opportunities;
• successor structures;
• excessive related-party compensation; or
• similar transactions materially impairing UWL’s economic participation.

Bona fide third-party financing may result in legitimate proportionate dilution where similarly situated owners are treated on substantially equivalent economic terms, subject to any additional preemptive or participation rights agreed in an Implementation Agreement.

a.12 successor and affiliated businesses

Where material business activities, economics, intellectual property, assets, opportunities, management rights, or revenues of a qualifying enterprise are continued, transferred, or reorganized through another entity or structure, the applicable UWL Protected Economic Interest shall continue with respect to the qualifying economics to the fullest extent contemplated by these Terms.

a.13 disclosure obligation

The Representative shall promptly disclose any proposed, contemplated, formed, acquired, launched, or materially developed enterprise that reasonably may constitute a UWL-Related Commercial Enterprise.

The Representative shall provide information reasonably necessary for UWL to evaluate the relationship.

Failure to disclose does not extinguish an otherwise applicable UWL interest.

a.14 information, accounting and verification

Where a Protected Economic Interest exists, UWL or its Designated UWL Entity shall receive information reasonably necessary to understand, value, verify, administer, and protect its interest.

Such information may include:

• organizational documents;
• capitalization tables;
• financial statements;
• distributions;
• ownership changes;
• material financings;
• related-party transactions;
• management-fee calculations;
• carry calculations;
• royalty and licensing statements;
• material asset transfers;
• valuation information; and
• reasonably necessary supporting records.

Reasonable inspection, audit, or independent verification procedures may be required.

a.15 actual issuance and further assurances

The Representative shall execute and, to the extent within the Representative’s control, cause applicable entities to execute documents and take actions reasonably required to evidence, issue, perfect, protect, and implement UWL’s Protected Economic Interest.

Where practicable, applicable ownership interests should be issued before substantial commercial exploitation of a UWL-related opportunity occurs.

a.16 implementation agreements

UWL may require an Implementation Agreement addressing the detailed legal and economic mechanics of a qualifying enterprise.

Such an agreement may address:

• applicable entities;
• ownership instruments;
• capitalization;
• security classes;
• voting or non-voting status;
• distribution rights;
• tax distributions;
• reporting;
• valuation;
• transfer restrictions;
• preemptive rights;
• dilution;
• governance;
• successor structures;
• liquidity;
• intellectual property;
• accounting;
• audit rights; and
• other transaction-specific matters.

An Implementation Agreement ordinarily implements rights already created by these Terms rather than creating UWL’s underlying entitlement for the first time.

a.17 refusal to execute implementation agreement

The Protected Economic Interest, anti-circumvention obligations, applicable economic anti-dilution protections, disclosure obligations, accounting rights, and other substantive protections contained in these Terms do not depend upon the Representative voluntarily signing another agreement later.

Failure or refusal to execute documents reasonably required to implement existing obligations:

1. does not extinguish or reduce UWL’s underlying rights;
2. may constitute a material breach;
3. may result in suspension or termination of leadership, membership, or affiliation; and
4. does not eliminate UWL’s accrued economic interests.

a.18 transfer, assignment and monetization by uwl

Subject to applicable law and enforceable transaction-specific restrictions expressly accepted by UWL, a Designated UWL Entity may:

• retain;
• sell;
• assign;
• transfer;
• contribute;
• exchange;
• pledge;
• encumber;
• aggregate;
• syndicate;
• securitize;
• place into an investment or holding vehicle; or
• otherwise monetize

all or any part of its Protected Economic Interest.

UWL may aggregate interests in multiple businesses, funds, intellectual-property assets, or other holdings into one or more holding companies, investment vehicles, portfolios, or other structures.

Transfers among UWL-designated or controlled entities may be made without Representative approval except where applicable law or an express written agreement requires otherwise.

a.19 sale, asset trasnfer and other liquidity events

UWL’s Protected Economic Interest shall be appropriately recognized upon:

• sale;
• merger;
• recapitalization;
• refinancing;
• IPO;
• liquidation;
• partial disposition;
• change of control;
• sale of substantially all assets;
• sale of material intellectual property; or
• other substantially equivalent monetization event.

A qualifying enterprise may not transfer substantially all value elsewhere while leaving UWL holding an interest in an economically depleted entity for the purpose or material effect of defeating UWL’s rights.

a.20 no automatic endorsement of commercial enterprise

UWL’s economic or ownership participation in an outside enterprise does not automatically authorize the enterprise to describe itself as:

• “United World Leaders Fund”;
• “UWL Fund”;
• “UWL-backed”;
• “endorsed by United World Leaders”;
• “recommended by United World Leaders”; or
• similar language.

Commercial use of UWL’s name, logo, endorsement, institutional identity, or branding requires separate express written authorization.

a.21 independent commercial management and liability

Outside commercial enterprises are independently operated and remain responsible for their:

• operations;
• management;
• employees;
• business decisions;
• investment decisions;
• securities offerings;
• investor relations;
• regulatory compliance;
• customer relationships;
• taxes;
• liabilities;
• disclosures; and
• legal obligations.

UWL’s ownership or economic participation does not by itself obligate UWL to:

• manage the enterprise;
• manage investments;
• act as an investment adviser;
• solicit securities;
• raise capital;
• introduce investors;
• guarantee investments;
• guarantee performance; or
• assume operating liabilities.

a.22 survival

Protected Economic Interests and associated rights concerning anti-circumvention, applicable anti-dilution, disclosure, information, accounting, transfer, implementation, enforcement, and monetization survive termination to the extent they relate to enterprises, opportunities, assets, IP, or economics to which UWL’s rights attached during the applicable relationship or contractual survival period.

SCHEDULE A-1

ADDITIONAL PROVISIONS FOR INVESTMENT FUNDS AND INVESTMENT-RELATED ENTERPRISES

a 1.1 application

This Schedule applies where the UWL-Related Commercial Enterprise consists of or includes:

• an investment fund;
• private fund;
• venture-capital fund;
• private-equity fund;
• hedge fund;
• real-estate or infrastructure fund;
• investment partnership;
• SPV;
• investment platform;
• sponsor;
• management company;
• general partner;
• managing member;
• investment adviser;
• carry vehicle; or
• substantially similar investment enterprise.

a 1.2 sponsor, gp and management structure

The UWL Protected Economic Interest shall be implemented based upon the substantive economic structure of the fund business.

The applicable interest may therefore attach to one or more of:

• sponsor;
• management company;
• GP;
• managing member;
• carry entity;
• adviser;
• sponsor holding company;
• other entities receiving management, sponsor, GP, carry, or comparable economics.

The purpose is to provide UWL with a protected 9% economic ownership position in the relevant sponsor-level fund business.

Nothing requires UWL to contribute 9% of investor capital merely because the underlying investment vehicle is a fund.

a 1.3 protected management-fee economics

Unless UWL expressly agrees otherwise, the Designated UWL Entity shall be entitled to the economics corresponding to 9% of the applicable protected management-fee economics.

The protected base shall be determined before deductions for owner/principal payroll, discretionary owner compensation, owner bonuses, distributions disguised as expenses, artificial related-party charges, manipulable overhead allocations, or similar items capable of shifting the economics otherwise attributable to UWL’s ownership.

Legitimate arm’s-length third-party and operating expenses may be taken into account as appropriately defined.

The objective is that UWL receives the economics to which a protected 9% owner would be entitled before deductions capable of being easily manipulated by controlling owners.

a 1.4 carried interest

The Designated UWL Entity shall be entitled to 9% of the applicable sponsor/GP carried-interest economics, subject to the no-double-recovery provisions below.

The calculation shall occur after legitimate fund-level computations under governing fund documents but before improper diversion of sponsor-level carry through related-party payments, compensation structures, affiliates, or circumvention mechanisms.

a 1.5 no double counting of sponsor economics

Management-fee participation and carry participation are mechanisms for protecting and distributing the economics associated with UWL’s 9% ownership position.

UWL does not receive a duplicative 9% of the same management/carry proceeds again solely because it is also an owner of the Sponsor, Management Company, or GP.

Amounts received by UWL from protected management-fee economics and carried-interest economics shall be credited against distributions otherwise attributable to its ownership to the extent, and only to the extent, they represent the same underlying economic proceeds.

The intended result is:

UWL receives the full economics attributable to its protected 9% ownership position without deduction for improperly manipulable expenses, but does not receive the same economics twice.

a 1.6 fund families and related vehicles

Where the applicable UWL nexus continues, UWL’s Protected Economic Interest may extend to qualifying:

• successor funds;
• Fund II, Fund III, and subsequent funds;
• parallel funds;
• feeder vehicles;
• continuation funds or vehicles;
• co-investment vehicles;
• SPVs;
• successor sponsors;
• successor managers;
• successor GP entities;
• carry vehicles; and
• substantially equivalent structures.

Changing an entity name or establishing a new GP, Manager, fund number, or related vehicle shall not itself eliminate UWL’s interest where the qualifying UWL-related commercial platform and economics substantially continue.

a 1.7 known or contemplated funds

Where a Representative informs UWL before or during IC approval that the Representative intends or reasonably expects to establish a related investment fund or fund platform, UWL may require a detailed Fund Implementation Agreement before:

• Formal Approval;
• activation of specified IC privileges;
• authorization to use UWL affiliation in connection with the contemplated commercial opportunity; or
• material commercial development using UWL-related opportunities.

The Representative remains subject to the same underlying Terms applicable to all other Members.

a 1.8 find complementation agreement

A Fund Implementation Agreement may address:

• Sponsor ownership;
• Management Company ownership;
• GP ownership;
• carry participation;
• applicable entities;
• capitalization;
• management-fee calculations;
• carried-interest calculations;
• expense definitions;
• distribution waterfalls;
• tax distributions;
• voting/non-voting status;
• reporting;
• financial statements;
• valuations;
• transfers;
• dilution;
• successor funds;
• parallel structures;
• regulatory matters;
• disclosure obligations;
• information rights;
• tax matters; and
• other fund-specific provisions.

Unless UWL expressly agrees otherwise, refusal to sign such an agreement does not extinguish rights already arising under these Terms.

APPENDIX B

REQUIRED INSTITUTIONAL DISCLAIMER

Unless UWL expressly approves other language, applicable communications shall include substantially the following:

United World Leaders exercises no operational control over and assumes no responsibility for the independently conducted activities of [Name of IC], except to the extent expressly established under applicable written agreements. The IC and its Representatives are not authorized to legally bind United World Leaders or any of its representatives.

This disclaimer does not:

• diminish UWL’s institutional governance rights;
• alter ownership of IC Institutional Identity;
• alter UWL Intellectual Property rights;
• affect UWL’s administration of IC-related Funding; or
• diminish any Protected Economic Interest arising under Appendix A.