JOINT VENTURE AGREEMENT Amazon

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					                                        JOINT VENTURE AGREEMENT



This Joint Venture Agreement (the “Agreement”) is effective on this day, _________________

BETWEEN:

AND:

This Agreement is entered between ___________, an individual residing at____________ , and carrying
passport number _________________ (No 1.) &

____________________, an individual residing at_________________, and carrying passport number
_________________ (No. 2 ). No. 1 & No. 2 are referred to hereafter as “Party” singly, and “Parties”,
jointly.

WHEREAS, No. 1 is in the Online Marketing Business, as defined below and manages an online scooter
forum on a Website, as defined below, located on a Domain, as defined below, called
www.derived.com. Visitors to this forum can share content, comment, be part of an online community
dedicated to scooters. For the removal of doubt, this Website is referred to hereinafter as “Old
www.derived.com”.

WHEREAS, No. 2       is in the Online Marketing Business, as defined below, and markets various
PowerSports Industry Related Products, as defined below, online on a Website located on a Domain
called www.      .com.

WHEREAS, the Parties desire to form a Joint Venture, (the "Venture"), under the laws of the State of
California, United States of America.

WHEREAS, the Parties seek to combine their expertise to promote and support the Venture, and are
desirous of defining the terms, conditions, duties and obligations of each Party with respect to the
funding, organization and management of the Venture and all other matters related to or incidental
thereto.

NOW, THEREFORE, intending to be legally bound hereby, in consideration of the premises contained
herein, the sufficiency and legal validity of which the Parties hereby affirm, the Parties do execute this
Agreement for the purposes set forth herein as follows:

    1. DEFINITIONS


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a. PowerSports Industry Related Products

In this Agreement, Powersports Industry means and includes but is not limited to, the
industry devoted to the procurement, provision, enjoyment, maintanance and disposal of
PowerSports vehicles like motorcycles, ATVs, snowmobiles and PWCs. The use of
PowerSports vehicles is a subset of the generalized category motorsports. PowerSports
Industry Related Products are products which go into PowerSports vehicles. One of the
defining features of any PowerSports vehicle is the use of an engine, in one form or another.
Other defining features of any PowerSports vehicle includes the use of handlebars to control
movement and the mounting of the rider "on" the machine, exposed to the elements.

PowerSports Industry Related Products mean and includes but is not limited to the
following:

         i. Bikeguards

        ii. Engine Spares

       iii. Decorative Spares

PowerSports Industry Related Products will be guaranteed/warrantied only by the suppliers.

PowerSports Industry Related Products will be shipped straight from the suppliers of such
Products to the buyers. Data about the current availability of PowerSports Industry Related
Products with suppliers will be stored in Syntric inc’s software called “Virtual Iinventory”.
Both Parties will be responsible for maintaining good relationships with suppliers, and
enbnsuring that absolutely updated data is kept available by each supplier in Syntic inc’s
Virtual Inventory.

b. Web Site & Domain

In this Agreement a “Website” mean & includes, but is not limited to, a collection of related
documents or resources of information, images, videos or other digital assets, known as
web pages, which can be accessed through a software commonly known as a web browser
and displayed on a computer screen. A Website is further:

         i. Addressed with a common identification label (“Domain”), that defines a realm
             of administrative autonomy, authority, or control in a global system of
             interconnected computer networks, known as the internet; and,


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         ii. Are suitable for a system of interlinked hypertext documents known as the
            world wide web; and,

        iii. Use standard communication mechanisms known as, Internet Protocol Suite
            (TCP/IP) to serve billions of users worldwide.

c. Content

In this Agreement, Content means & includes, but is not limited to, is the textual, visual or
aural content that is encountered as part of the user experience on Websites. It may
include, among other things: text, images, sounds, videos, animations documents, data,
applications, e-services, personal web pages, archived e-mail messages. Given the rapidly
changing nature of internet use, this definition will expand and contract with time to reflect,
contain and indicate commonly understood definitions and categories of online Content.

d. Server

In this Agreement, a Server mean & includes, but is not limited to, any combination of
hardware or software designed to provide services to client computers. When used alone,
the term typically refers to a computer which may be running a server operating system, but
is also used to refer to any software or dedicated hardware capable of providing services.

e. Online Marketing Business

In this Agreement, Online Marketing Business means & includes, is the marketing of
products or services over the internet.

f.   Intermediaries To Online Channels

In this Agreement, Online Channels mean & include, but are not limited to, the third party
sites linking to the Website www.derived.com, search engines linking to it. Intermediaries in
Online Channels include the Domain registration company, the Website hosting company,
the third party site owners, search engines, any ad network hired by the Ventuerers to
develop and maintain the site, any customer service company hired by the Venturers to
manage customer queries and field return requests.

g. Predetermined Operating Costs

In this Venture, some operating costs, and the responsibility for bearing them has been
predetermined between the Parties. These costs are as follows:

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Particulars of Cost                                            No. 2                 No. 1

Technology involved in the upkeep of the Website               Responsible           N/A
www.derived.com - Subject to change depending on
business demand

Ensuring & Managing Sales of PowerSports Industry              N/A                   Responsible
Related Products – Subject to change depending on
the market conditions, and subject to review and
approval by No. 2 on the matter of hiring & salary

Customer service to all visitors & buyers of the               N/A                   Responsible
Website www.derived.com – Subject to change
depending on number of sales, and subject to review
and approval by No. 2 on the matter of hiring & salary

Fulfillment of purchase orders received by sales of            Responsible           N/A
PowerSports Industry Related Products to visitors of
the Website www.derived.com - Subject to change
depending on number of ordersWebsite Up Keep
(Administration, web inquiries and any related web
customer issues)

       h. Revenue

       In this Venture, Revenue will be calculated by multiplying the list price at which Products are
       sold by the number of units or amount sold.

       i.   Net Revenue

       In this Venture, Net Revenue will mean, income from sales of PowerSports Industry Related
       Products, minus the cost associated with discounts or promotions.

       Expenses for the personal use of the representatives of either Party shall not be deducted
       from Revenue while calculating Net Revenue.

       j.   Gross Profit

       In this Venture, Gross Profit will be determined for the Venture, by deducting
       Predetermined Operating Costs from the Net Revenue.

       k. Confidential Information


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i. Confidential Information Shall Include:

 All knowledge and information that either Party may receive from the other Party
 or employees or consultants of the other Party, or by virtue of the performance of
 services under and pursuant to this Agreement, either directly or through the
 affiliates of either or both, in electronic, written or physical form which relates in
 any way to markets, customers, Products, patents, inventions, procedures,
 methods, designs, strategies, plans, assets, liabilities, costs, revenues, profits,
 organization, employees, agents, distributors or business in general, to inventions,
 products, processes, machinery, apparatus, prices, discounts, costs, business
 affairs, future plans, or technical data that belong to the other Party or to those
 with whom the other Party has contracted regarding such information.

 Without diluting the generality of the above, Confidential Information shall
 specifically include:

       1. All Venture secrets;
       2. Know-how;
       3. The terms of this Agreement;
       4. All information provided by Parties to each other including but not
          limited to:
       5. Financial reports and statements
       6. Invoices
       7. Price lists

ii. Confidential Information Shall Not Include:

       1. Information which was in the recipient’s possession before receipt from
           the discloser;

       2. Information which is or becomes a matter of public knowledge through
           no fault of the recipient;

       3. Information which is disclosed by the discloser to a third party without a
           duty of confidentiality placed on the third party;




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                       4. Information which is disclosed without restriction to the recipient by a
                           third party having the right to disclose the same;

                       5. Information which is independently developed by the recipient without
                           use of or reference to discloser’s Confidential Information;

                       6. Information which is required to be disclosed under operation of law,
                           provided that recipient gives the discloser prompt written notice of such
                           requirement prior to such disclosure and assistance (at discloser’s
                           expense) in obtaining an order protecting the information from public
                           disclosure.

      l.   Intellectual Property Rights

      Intellectual Property Rights includes all trade-mark rights, trade-marks, trade names,
      patents, copyrights, industrial design rights, design rights,         rights in trade secrets,
      Confidential Information and know-how, applications and registrations for the foregoing,
      other proprietary rights including privacy rights, moral rights, publicity rights, neighboring
      rights, and rights of a similar nature.

      m. Territory

      Territory means and includes all the land and waters on earth.

2. SCOPE & PURPOSE

      a. The Website Old www.derived.com is going to merge with the Website www.               .com.
           Once merged all the Content, as defined below, of the merged Website
           www.derived.com and the residual Domain will be jointly owned by No. 2 & No. 1. The
           merged Website www.derived.com will be a web community based shopping site for
           PowerSports Industry Related Products. Visitors to will be able to posts questions, vote
           on answers, select best answers, purchase parts, other PowerSports Industry Related
           Products and will be able to sell PowerSports Industry Related Products to other visitors.

      b. Parties agree to cooperate and assist the Website by making available Content, industry
           contacts, skill, goodwill and cross-promotional opportunities.

3. GOOD FAITH




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Both Parties agree to make good faith efforts to maximize sales through their respective channels
and support each other’s distribution, as commercially reasonable.

4. SAVINGS

Neither Party will be bound by any minimum sales guarantees in this Venture.

5. RESPONSIBILITIES OF NO. 1

       a. Prior To The Starting Date Of This Agreement, As Mentioned Above:

                i. No. 1 will make existing agreements between No. 1 & suppliers of PowerSports
                   Industry Related Products, available for review by No. 2

                ii. No. 1 will upload templates of all warranty agreements between No. 1 and
                   customers/end-users for all of the PowerSports Industry Related Products No. 2
                   is to market online

               iii. No. 1 will disclose supplier’s costs of all PowerSports Industry Related Products,
                   charged to him, to No. 2

               iv. No. 1 will make existing financial reports available for review by No. 2

       b. During The Operation Of The Venture:

                i. No. 1 will maintain good corporate financial standing and to provide, at its own
                   expense, all know-how, management and personnel necessary for carrying out
                   the business obligations of the Venture

                ii. No. 1 will maintain, at all times, good standing with suppliers

               iii. No. 1 may not terminate or let expire agreements with any supplier unless No. 2
                   agrees in writing

               iv. Once the Content is initially uploaded on the Website www.derived.com, No. 1
                   will make sales phone calls to Intermediaries In Online Channels, as defined
                   below, manage the online experience of visitors, by updating the Content of the
                   Website www.derived.com and by managing the forum, which will ensure sales
                   to online visitors.

                v. No. 1 will manage the Content posted on the forum by visitors and where
                   required, will provide new, original Content to the website www.derived.com.


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              vi. No. 1 will also ensure appropriate customer service is received by visitors and
                  buyers on the Website www.derived.com

             vii. No. 1 will be responsible for replacing, refunding any missing, defective
                  PowerSports Industry Related Product sold on the Website www.derived.com

             viii. If Products are returned, any refund claim from the customer to No. 2 shall be
                  forwarded to No. 1 for refund and No. 1 will make the fund available to be
                  issued to the customer or ensure that the equivalent amount is be credited to
                  that customer by the supplier in the next invoice

              ix. No. 1 will provide customer shipping tracking numbers to No. 2 so that they can
                  be properly communicated to the customer in a timely fashion

              x. No. 1 will be responsible for defending and meeting any liability arising from all
                  law suits and third party claims that originate from a defect in, or problem with,
                  howsoever defined, carrying out his role.

       c. After The Winding Up Of The Venture:

               i. No. 1 will return any equipment or computer source code borrowed from No. 2

              ii. If the Venture winds up because No. 1 has terminated this Agreement within 18
                  months of the commencement of operations, No. 1 will pay US$__________ to
                  No. 2 to allow No. 2 reasonably sufficient opportunity to recoup returns on his
                  investments.

6. RESPONSIBILITIES OF NO. 2

       a. During The Operation Of The Venture:

               i. No. 2      will provide the original sitemap of the merged Website
                  www.derived.com, in consultation with No. 1.

              ii. No. 2 will invest in the cost of redesigning the Website www.derived.com. The
                  cost of this redesign will not exceed US$10,000.

              iii. No. 2 and No. 1 both have secured the required permission from the copyright
                  holder, Syntric inc, a third party corporation, to use the Content on www.




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     .com. No. 2 will merge the Websites Old www.derived.com & www.             .com
     with the help of and suggestion from No. 1.

 iv. No. 2 will host the Website www.derived.com in his Server, as defined below,
     and update the Website with Content from www.               .com. The Website
     scooterbbs.com will be hosted on the same Server hosting a parts database,
     required by visitors to the website www.derived.com, in making online
     purchases. This Server and will be managed by Syntric inc, a third party
     corporation.

 v. No. 2 will enter into and maintain website hosting agreements and/or server
     co-location contracts

 vi. No. 2 will manage Website up keep, including but not limited to Website
     administration, web inquiries and any related customer issues

vii. No. 2 will maintain the Website in good commercial standing

viii. No. 2 will perform such Search Engine Optimization, Pay Per Click and other
     online marketing efforts, as are commercially reasonable, to promote the
     Website www.derived.com on the internet. Search Engine Optimization & Pay
     Per click are understood here in the ordinary sense that the words are used in,
     within the online marketing industry.

 ix. No. 2 will advertise the PowerSports Industry Related Products online, promote
     Products via web forums, and other web advertising avenues and generally,
     make all commercially reasonable efforts to sell the PowerSports industry
     Related Products online

 x. No. 2 will manage the technology behind the Website www.derived.com.
     Terms governing the technology involved in hosting the site will be mutually
     agreed between the parties from time to time.

 xi. No. 2   will uphold Web Site administration, graphic design contracts with
     outsource developers / staff

xii. No. 2 will maintain sufficient data backup

xiii. No. 2 will fulfill purchase orders from sales on the Website www.derived.com.


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              xiv. No. 2 will foward funds for PowerSports Industry Related Product and shipping
                    cost for transactions completed via the Website www.derived.com within 3
                    business days of the transaction.

               xv. No. 2 will pay No. 1 his Predetermined Operating Costs, once every 15 calendar
                    days, provided the same have been reviewed and approved by No. 2

              xvi. No. 2 will pay No. 1 his apportioned share of Gross Profits as described below

              xvii. No. 2 will maintain good corporate standing

             xviii. No. 2 will handle all online merchant accounts, enquires and any related
                    administration.

              xix. No. 2 will make financial reports available to No. 1 at the end of each day for
                    review

       b. After the winding up of the Venture:

                i. Return any equipment, or copyright material borrowed from No. 1

7. CONTRIBUTIONS/ SOURCE OF FUNDING

The Parties agree to make their contributions of skill and capital, to execute the necessary
Agreements and documents and to meet their respective responsibilities and obligations on a timely
basis as set out herein. Parties will individually cover all business operating cost outside of
Predetermined Operating Cost. Each Party hereto shall pay its own taxes and expenses incident to
preparation of this Agreement and the consummation of the transactions.

8. OTHER EXPENSES

Each Party to this Agreement is responsible for its own expenses related to this Venture. There
will/will not be an exchange of funds between the parties for tasks associated with this Venture,
other than the Predetermined Operating Costs mentioned above.

9. APPORTIONMENT OF PROFITS

No. 2 agrees to pay No. 1 35% of all Gross Profit received by No. 2 from sales of PowerSports
Industry Related Products. The Parties intend that the profits of the Venture will be distributed at
the end of each calendar month.

10. APPORTIONMENT OF LOSSES


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Each Party will bear its own losses. The Parties agree that in the event any losses arises out of or
result from any activity of the Venture for which both Parties are jointly responsible, each Party shall
assume and pay the share of losses as per its share of responsibility in causing the loss.

11. SHARED COST

If any claim arises from a joint error committed by both the Parties, the Parties shall share all legal
costs in proportion to contribution of each towards the cause of action. Parties shall keep each
other notified in case either Party receives notice of any such claim. Parties shall communicate and
consult with each other before incurring any cost in relation to such a claim.

12. SALE OF VENTURE

In case the Venture is sold to a third party, during the term of this Agreement, No. 2 will receive
____% of the sales proceeds & No. 1 will receive ___%

13. REPRESENTATION & WARRANTIES

EACH PARTY REPRESENTS AND WARRANTS TO THE OTHER THAT (A) IT HAS THE FULL POWER TO
ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER, (B) THIS
AGREEMENT CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH PARTY,
ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS, AND (C) THIS AGREEMENT
DOES NOT CONTRAVENE, VIOLATE OR CONFLICT WITH ANY OTHER AGREEMENT OF SUCH PARTY.

14. RESERVATION

        a. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES, AND
            EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN
            CONNECTION WITH THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR
            OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
            FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
            TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR
            TRADE USAGE, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

        b. EXCEPT AS SPECFICALLY ALLOWED IN THIS AGREEMENT, NEITHER PARTY WILL MAKE
            ANY CLAIMS, REPRESENTATIONS OR WARRANTIES ON BEHALF OF THE OTHER PARTY OR
            BIND THE OTHER PARTY. DURING THE TERM OF THIS AGREEMENT, NEITHER PARTY




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          SHALL MAKE ANY PUBLIC STATEMENTS DISPARAGING THE OTHER PARTY’S
          TRADEMARKS, PRODUCTS OR SERVICES.

15. LIMITATION OF LIABILITY

       a. EACH PARTY ACKNOWLEDGES THAT IT SHALL BE RESPONSIBLE FOR ANY LOSS, COST,
          DAMAGE, CLAIM, OR OTHER CHARGE THAT ARISES OUT OF OR IS CAUSED BY THE
          ACTIONS OF ITSELF OR ITS EMPLOYEES OR AGENTS. NO PARTY SHALL BE LIABLE FOR
          ANY LOSS, COST, DAMAGE, CLAIM, OR OTHER CHARGE THAT ARISES OUT OF OR IS
          CAUSED BY THE ACTIONS OF THE OTHER PARTY OR ITS EMPLOYEES OR AGENTS. JOINT
          AND SEVERAL LIABILITIES WILL NOT ATTACH TO THE PARTIES; NO PARTY IS
          RESPONSIBLE FOR THE ACTIONS OF ANY OTHER PARTY, BUT IS ONLY RESPONSIBLE FOR
          THOSE TASKS ASSIGNED TO IT AND TO WHICH IT AGREES IN THE AGREEMENT.

       b. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
          CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES
          FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST
          BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER
          CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT,
          WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
          DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
          LIMITED REMEDY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY PARTY UNDER
          THIS AGREEMENT EXCEED USD________

       c. WITHOUT FORGOING ON THE GENERALITY OF THE ABOVE, IN CASE ANY THIRD PARTY
          MAKES OR RAISES A CLAIM AGAINST NO. 1 CAUSED BY THE ACTIONS OF NO. 1 OR ITS
          EMPLOYEES OR AGENTS, NO. 2 WILL NOT BE LIABLE FOR THE SAME, IN ANY CASE.
          WHERE ANY THIRD PARTY MAKES OR RAISES A CLAIM AGAINST NO. 2 CAUSED BY THE
          ACTIONS OF NO. 2 OR ITS EMPLOYEES OR AGENTS, NO. 1 WILL NOT BE LIABLE FOR THE
          SAME, IN ANY CASE.

16. INDEMNITY

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY SHALL HAVE ANY OBLIGATIONS
TO INDEMNIFY THE OTHER PARTY. NO. 1 AGREES TO INDEMNIFY AND HOLD HARMLESS NO. 2
FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, LOSSES, JUDGMENTS, COSTS,


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AND ATTORNEYS’ FEES ARISING DIRECTLY OUT OF, OR RELATING TO: (A) ANY FAILURE BY NO. 1 ;
AND (C) NEGLIGENCE, NON-COMPLIANCE OF THE PROVISIONS IN THIS AGREEMENT OR FAILURE TO
PERFORM SERVICES AGREED UPON, ON THE PART OF NO. 1.

17. INSURANCE AND SURETY BONDS

Each Party agrees to obtain and maintain in full force and effect, and upon the request of the other
Party, shall furnish evidence satisfactory to requesting Party that, requested Party maintains
appropriate public liability and casualty insurance and adequate levels of self-insurance, to insure
any liability related to that Party’s obligations under this Agreement.

18. REPORTING AND ACCOUNTING

        a. Both the Parties will maintain separate bank accounts, separate financial records and
            make these records and financial reports available for review at the end of each
            calendar month.

        b. Both Parties accept that all financial records related to the Venture would have to be
            shared transparently. For the removal of doubt, financial records here mean all data of
            financial nature relating to revenues and costs, which might reasonably be required by
            the Parties in calculating split of Gross Profit.

19. CONFIDENTAIL INFORMATION

Each Party acknowledges that Confidential Information of the Venture will be kept confidential from
all third parties except as required by applicable regulation or law. Parties shall not disclose
Confidential Information to any third party unless such third party is obligated under a
confidentiality agreement to maintain such Confidential Information in strict confidence, and not to
use such information other than, in accordance with the terms of this Agreement.

20. INTELLECTUAL PROPERTY

Notwithstanding Section 17, any documentation and/or plans containing Intellectual Property
belonging to either Party hereunder shall remain the property of such Party and shall be maintained
in strict confidence by the other Party to whom such Intellectual Property is disclosed. Parties will
exercise complete control over the Intellectual Property, including, but not limited to, the right to
prosecute any alleged infringement, misappropriation or misuse of the Intellectual Property. Each




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Party shall promptly notify the other Party in writing if the notifying Party knows or has reason to
believe that the Intellectual Property of the other Party are being infringed by a third Party.

21. COPYRIGHT OWNERSHIP

Both Parties will own copyright to the Content from written on and for the merged Website
ww.scooterbbs.com, the Content of Old www.derived.com will be owned by No. 1. Website
www.derived.com will use parts related Content from www.allchienseparts.com. This Content is
owned by third party company Syntric inc. None of the Party’s will have copy right to that Content,
however, both have Syntric inc’s permission to use it.

22. TERM AND TERMINATION

The Agreement shall remain in force unless terminated by either Party.

23. Termination At The Option Of No. 1

        a. If within 1 year of the date of this Agreement, No. 1 doesn't receive at least
            __________amount of profit per year, then he may terminate this Agreement at will, by
            giving written notice 30 days in advance to No. 2           and get his domain and the
            scooterbbs.com site back in its original condition. If he makes more than
            ___________amount of profit per year, within 1 year of the date of this Agreement,
            then he cannot terminate at will, for as long as he is continues to receive
            _______amount of profit per year. If No. 1 nonetheless chooses to terminate at will, the
            ownership of the domain and the content of the scooterbbs.com site will stand
            transferred to No. 2 , free of further cost payable to No. 1.

        b. No. 1 If No. 2 fails to observe, perform and comply with the terms contained in this
            Agreement, No. 1 may terminate this Agreement by giving written notice to No. 2 ,
            effective immediately

        c. If No. 2 becomes insolvent or initiates winding up proceedings, No. 1 may terminate
            this Agreement by giving written notice to No. 2 , effective immediately

        d. If No. 2 becomes incapable of performing the services and responsibilities agreed upon
            in this Agreement, No. 1 may terminate this Agreement by giving written notice to No. 2
            , effective immediately




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       e. If No. 1 comes to know that investigation of any kind are pending against No. 2 , which if
            decided would have an adverse effect upon the business of Venture, No. 1 may
            terminate this Agreement by giving written notice to No. 2 , effective immediately

       f.   Unless otherwise mutually agreed upon by the Parties in writing, this Agreement will
            automatically get terminated, if No. 2 dies or sells his company or quits the Venture

24. Termination At The Option Of No. 2

       a. No. 2 may terminate this Agreement at will, by giving written notice 30 days in advance
            to No. 1.

       b. If No. 1 fails to observe, perform and comply with the terms contained in this
            Agreement, No. 2 may terminate this Agreement by giving written notice to No. 1,
            effective immediately

       c. If No. 1 becomes insolvent or initiates winding up proceedings, No. 2 may terminate
            this Agreement by giving written notice to No. 1, effective immediately

       d. If No. 1 becomes incapable of performing the services and responsibilities agreed upon
            in this Agreement, No. 2 may terminate this Agreement by giving written notice to No.
            1, effective immediately

       e. If No. 2 comes to know that investigation of any kind are pending against No. 1, which if
            decided would have an adverse effect upon the business of Venture, No. 2 may
            terminate this Agreement by giving written notice to No. 1, effective immediately

       f.   Unless otherwise mutually agreed upon by the Parties in writing, this Agreement will
            automatically get terminated, if No. 1 dies or sells his company or quits the Venture

25. Effect of Termination

The content created on the website www.derived.com before the Venture will go back to the
ownership of No. 1, all the data from the Website www.         .com will go back to the ownership of
No. 2 . Since the Website www.derived.com will be promoted with No. 2 ’s money and effort, No. 2
will pay No. 1 US$_____________ to secure the Domain from No. 1.

26. GENERAL CLAUSES

       a. Notice



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Any notice to be provided under this Agreement must be in writing and must be delivered
at the addresses noted below or by facsimile, at the fax number/s noted below, addressed
to the Party to whom it is to be given. A notice will be considered as having been properly
given, if posted, on the date of receipt; if sent personally or by facsimile, when the sender
receives the answer back confirming receipt by the recipient. A Party may from time to time
change its address by written notice to the other Party.

If for No. 2 :

________________

________________

________________

Fax:________________

If for No . 1:

________________

________________

________________

Fax:________________

b. Waiver, Discharge, Amendment, Etc.

The failure of any Party hereto to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of any such provision, nor in any way
to affect the validity of this Agreement or any part thereof or the right of the Parties
thereafter to enforce each and every such provision. No waiver of any breach of this
Agreement shall be held to be a waiver of any other or subsequent breach. Neither this
Agreement nor any term hereof may be amended, waived, discharged or terminated, nor
may any waiver, permit, consent or approval of any kind or character on the part of any
Party be effective against such Party, other than by a written instrument signed by the Party
against whom enforcement of such amendment, waiver, discharge, termination, permit,
consent or approval is sought and expressly stating the extent to which such instrument




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shall be an amendment, waiver, discharge, termination, permit, consent or approval relating
to this Agreement .

c. Survival Of Representations And Warranties

The representations and warranties contained in this Agreement shall survive and remain in
full force and effect for Thirty Six (36) months from the date of the termination of this
Agreement.

d. Compliance, Approvals And Consents

Each Party will obtain all necessary Third Parties consents, releases of Liens or other
approvals which may be necessary on their part to consummate and maintain the Venture
pursuant to this agreement. Each Party will contribute to the Venture in compliance with
applicable law.

e. Successors And Assigns

Neither Party may assign or transfer rights and obligations hereunder except by first making
an offer to the other Party to assume its responsibilities and enjoy its share of the Profits at
a reasonable price. If the Party receiving such an offer refuses the offer, then the offering
Party may assign or transfer its rights & obligations hereunder by securing the consent of
the other Party, expressed in writing. Any prohibited assignment or transfer shall be null
and void. Subject to the forgoing, a Party may only assign or otherwise transfer its rights
and obligations under this Agreement to any successor in interest (by merger, share
exchange, sale or issuance of stock, sale or other transfer of assets, combination or
consolidation of any type, operation of law, purchase, assignment or otherwise), provided
that such assignee or successor agrees to be bound by the terms hereof.

f.   Further Assurances

Each Party, at its own expense, shall promptly do, make, execute or deliver, or cause to be
done, made, executed or delivered, all such further acts, documents, and things as may be
commercially reasonably required from time to time for the purpose of giving effect to this
Agreement .

g. Severability




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If any provision of this Agreement is found to be invalid or unenforceable, then such
provision shall be considered severed from the remainder of this Agreement and all other
provisions shall remain in full force.

h. Inconsistency

Unless otherwise expressly stated in such other document, if there is a conflict between the
provisions of this Agreement and any document prepared pursuant to this Agreement from
time to time, containing rules, procedures or articles that are binding upon the Party, this
Agreement shall prevail.

i.   No Partnership

This Agreement shall not be construed as creating a partnership, or any other relationship
between the Parties other than the relationship of Parties as noted in this Agreement.
Except as defined in this Agreement and for the purposes of this Agreement, the Parties
acknowledge that they do not have the authority to make and shall not make any
representation to any third party, either directly or indirectly, indicating that they have the
authority to act for or on behalf of the other Party or to obligate the other Party in any
manner whatsoever.

j.   Force Majeure

No Party shall be liable, in respect to any delay in completion of work hereunder or of the
non-performance of any term or condition of this Agreement directly or indirectly resulting
from delays by acts of god; acts of the public enemy; strikes; lockouts; epidemic and riots;
power failure; water shortage or adverse weather conditions; or other causes beyond the
control of the Party. In the event of any of the foregoing, the time for performance shall be
equitably and immediately adjusted, and in no event shall any Party be liable for any
consequential or incidental damages from its performance or non-performance of any term
or condition of this Agreement. The Parties shall resume the completion of work under this
Agreement as soon as possible subsequent to any delay due to force majeure. Delays in
performance, or failure to perform, by any Party in accordance with the terms of this
Agreement shall not constitute a default hereunder or give rise to any claim for damages if
and to the extent caused by occurrences beyond the control of the Party affected; lack of
finances shall not be considered a cause beyond a Party’s control.


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k. Entire Agreement

Unless otherwise set out, this Agreement constitutes the entire Agreement between the
Parties relating to the subject matter herein and supersedes any and all prior Agreements,
negotiations, representations and understandings whether written or oral between the
Parties relating to its subject matter. This Agreement may not be modified in any manner
except by a further written Agreement signed by each of the Parties.

l.   Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be
deemed as original and all of which together shall constitute one instrument.

m. Benefit

Nothing in this Agreement, expressed or implied, is intended to confer on any person other
than the Parties hereto or their respective permitted successors or assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

n. Titles And Headings; Construction

Titles and headings to Sections herein are inserted for convenience of reference only and
are not intended to affect the meaning or interpretation of this Agreement. This Agreement
shall be construed without regard to any presumption or other rule requiring construction
hereof against the Party causing this Agreement to be drafted.

o. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Californisa, United States of America, including all matters of construction, validity,
performance and enforcement, without giving effect to principles of conflict of laws.

p. Arbitration

Any dispute arising out of or relating to this Agreement, including the formation,
interpretation or alleged breach hereof, shall be settled by Arbitration in the State of
California, United States of America. The results of such arbitration proceedings shall be
binding upon the Parties hereto, and judgment may be entered upon the arbitration award
in any court having jurisdiction thereof. Notwithstanding the foregoing, either Party may
seek interim injunctive relief from any Californian court of competent jurisdiction.

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            q. Public Announcement

            In the event any Party proposes to issue any press release or public announcement
            concerning any provisions of this Agreement or the transactions contemplated hereby, such
            Party shall so advise the other Party hereto, and the Party shall thereafter use all
            commercially reasonable efforts to cause a mutually agreeable release or announcement to
            be issued. Except as otherwise required by law or applicable stock exchange regulations,
            neither Party will publicly or privately disclose or divulge any provisions of this Agreement
            or the transactions contemplated hereby without the other Party 's written consent.

In witness whereof, each of the Party has caused this Agreement to be executed in the manner
appropriate for each, as of the day and year first above written.

SIGNATURE & DATE

No. 1



SIGNATURE & DATE

No. 2




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