JOINT VENTURE AGREEMENT
This
Joint Venture Agreement (“Agreement”) is made on October 1, 2009 between
InoLifeTechnologies, Inc. and InoHealth Products, Inc. (collectively “the Joint
Venturers).
RECITALS
The Joint
Venturers, one or the other or both have agreed to make contributions for the
purpose of marketing products to the medical community: The sales and
distribution rights to the medical markets for products that InoHealth Products,
Inc. will market – with direct funding from InoLife Technologies,
Inc.
It is
therefore agreed:
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1.
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Purpose: The
Joint Venturers form this joint venture for the purpose of InoLife
Technologies’ opportunity to potentially invest in the development and
marketing of products that InoHealth Products, Inc. is currently working
to develop and/or obtain marketing rights for human DNA testing products
and drug metabolizing products. These products will be marketed
to the medical industry and on-the-shelf retail business. InoHealth
Products, Inc. retains all proprietary ownership of any products
developed; any IP; and any marketing and/or co-development agreements
entered into between InoHealth Products, Inc. and any other
party. Upon any restructuring of InoLife Technologies, Inc. any
agreements entered into with InoHealth Products, Inc. remain the sole
property of InoHealth Products,
Inc.
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2.
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Profits: The
profits will be distributed between the Joint Venturers based upon the
financial investment by each party; the time and efforts by each party;
and the business marketing abilities that each party brings to the
table. The profits will be determined for each individual
product prior to the time of product introduction to the
marketplace.
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3.
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Expenses
of Venture: All losses and disbursements incurred by the Joint
Venturers in acquiring, holding and protecting the business interest and
the net profits shall, during the period of the venture, be paid by the
Joint Venturers in the ratio which the contribution of each Joint Venture
bears to the total contributions set forth in Paragraph
3.
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4.
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Liability
of Joint Venturers: The Joint Venturers shall be liable only
for their own willful misfeasance and bad faith, and no one who is not a
party to this Agreement shall have any rights whatsoever under this
Agreement against the Agents for any action taken or not taken by
them.
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5.
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Term: This
Agreement shall terminate and the obligations of the Joint Venturers shall
be deemed completed on the happening of either of the following
events: (a) the receipt and distribution by the Joint Venturers
of the final net profits accruing under the Joint Venture Agreement or (b)
termination by mutual consent of all Joint
Venturers.
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6.
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Arbitration
and Attorneys Fees: The Joint Venturers agree that any dispute,
claim, or controversy concerning this Agreement or the termination of this
Agreement, or any dispute, claim or controversy arising out of or relating
to any interpretation, construction, performance or breach of this
Agreement, shall be settled by arbitration to be held in Raleigh, N.C. in
accordance with the rules then in effect of the American Arbitration
Association. The arbitrator may grant injunctions or other
relief in such dispute or controversy. The decision of the
arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s
decision in any court having jurisdiction. The Joint Venturers
will pay the costs and expenses of such arbitration in such proportions as
the arbitrator shall decide.
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7.
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Governing
Law: Consent to Personal Jurisdiction: This
agreement will be governed by the laws of the State of North Carolina
without regard for conflicts of laws principles. Each Joint
Venturer hereby expressly consents to the personal jurisdiction of the
state and federal courts located in the State of North Carolina for any
lawsuit filed there against any party to this agreement by any other Party
to this agreement concerning the joint venture or any matter arising from
or relating to this agreement.
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In
witness whereof the Joint Venturers have signed and sealed this
Agreement:
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Xxxx
X. Xxxxxxxx, President & CEO
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October
1, 2009
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Xxxxxx
Xxxxxxxx, President
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October
1, 2009
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InoHealth
Products, Inc.
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