JOINT VENTURE AGREEMENT
EXHIBIT
10.2
THIS
JOINT VENTURE AGREEMENT (“Agreement”), made and entered into as of this 3rd day of
November, 2010 by and between INNOVATIVE ENERGY SYSTEMS, INC. (hereafter IES) a
Wyoming corporation located at 0000 Xxxxxx Xxx., Xxxxxxxx, XX 00000, and BIO
PULP WORKS, LLC (hereafter BIO) a Texas company located at 00000 Xxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxxxx, XX 00000.
ARTICLE
I: GENERAL PROVISIONS
1.01
Business
Purpose. The business of the Joint Venture shall be as follows: The Joint
Venture shall be formed to implement the joint development of new products
suggested by IES and/or to cultivate new markets introduced by IES for existing
BIO Products. The Joint Venture is not intended to cover existing
products being sold in existing markets.
1.02
Term of the
Agreement. This Joint Venture shall commence on the date first above
written and shall continue in existence until terminated, liquidated, or
dissolved by law or as hereinafter provided.
ARTICLE
II: GENERAL DEFINITIONS
The
following comprise the general definitions of terms utilized in this
Agreement:
2.01
Affiliate. An
affiliate of an entity is a person that, directly or indirectly through one or
more intermediaries, controls, is controlled by or is under common control of
such entity.
2.02
Capital
Contribution(s). The capital contribution to the Joint Venture actually
made by the parties, including property, cash and any additional capital
contributions made.
2.03
Profits and Losses.
Any income or loss of the Joint Venture for federal income tax purposes
determined by the Joint Venture’s fiscal year, including, without limitation,
each item or Joint Venture income, gain, loss or deduction.
ARTICLE
III: OBLIGATIONS OF THE JOINT VENTURES
3.01
Obligations.
The Parties to this Joint Venture shall jointly be responsible for all
operations and decisions of the Joint Venture and will be compensated for
providing various services as mutually agreed in a Joint Venture Operating
Agreement to be developed subsequent to the signing of this Agreement. It is the
intent of the Parties to this Joint Venture that the Joint Venture shall be
separate and distinct from the corporate business activities of the respective
Parties that operate outside the definition of Purpose set forth in this
Agreement. Nothing in this Agreement shall be construed to give the Joint
Venture Partners any interest in the current business relationships of revenue
of BIO.
ARTICLE
IV: ALLOCATIONS
4.01
Profits and Losses.
Commencing on the date hereof and ending on the termination of the
business of the Joint Venture, all profits, losses and other allocations to the
Joint Venture shall be allocated as follows at the conclusion of each fiscal
year: IES- 49%; BIO – 51%.
ARTICLE
V: RIGHTS AND DUTIES OF THE JOINT VENTURERES
5.01
Business of the Joint
Venture. The Joint Venture Partners, by through their voting
representatives, shall have full, exclusive and complete authority and
discretion in the management and control of the business of the Joint Venture.
BIO shall have two votes on any matter to be decided by the Joint Venture other
than the Amendment of this Agreement (which shall require the approval of all
Parties) and IES shall have one vote on such matters.
ARTICLE
VI: AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT
VENTURERS
6.01
Validity of
Transactions. Affiliates of the parties to this agreement may be engaged
to perform services for the Joint Venture. The validity of any transaction,
agreement or payment involving the Joint Venture and any Affiliates of the
parties to this Agreement otherwise permitted by the terms of this Agreement
shall not be affected by reason of the relationship between them and such
Affiliates or the approval of said transactions, agreement or
payment.
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6.02
Other Business of the
Parties to this Agreement. The parties to this Agreement and their
respective Affiliates may have interests in business other than the Joint
Venture business. The Joint Venture shall not have the right to the income or
proceeds derived from such other business interests and, even if they are
competitive with the Partnership business, such business interests shall not be
deemed wrongful or improper.
6.03
Assignment of
Interest. IES shall have the right to sell or assign its interest in this
Joint Venture without restriction or approval from any other Joint Venture
Partner.
ARTICLE
VII: FUNDING FOR THE JOINT VENTURE
7.01
Funding. IES
shall contribute $10,000 per month for six months to the Joint Venture for
operating capital ($60,000) and BIO shall contribute its knowledge and product
development skills as consideration for this Joint Venture.
ARTICLE
VIII: INDEMNIFICATION OF THE JOINT VENTURERES
8.01
Indemnification. The
parties to this Agreement shall have no liability to the other for any loss
suffered which arises out of any action or inaction if, in good faith, it is
determined that such course of conduct was in the best interests of the Joint
Venture an such course of conduct did not constitute negligence or
misconduct. The parties to this Agreement shall each be indemnified
by the other against losses, judgments, liabilities, expenses and amounts paid
in settlement of any claims sustained by it in connection with the Joint
Venture.
ARTICLE
IX: DISSOLUTION
9.01
Events of the Joint
Venturers. The Joint Venture shall be dissolved upon the happening of any
of the following events: (a) The adjudication of bankruptcy, filing of a
petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal,
removal or insolvency of either of the parties. (b) The sale of other
disposition, not including an exchange of all, or substantially all, of the
Joint Venture assets. (c) Mutual agreement of the parties.
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9.02
Failure to Act in Good
Faith. IES has the right to cease Capital Contributions under
this Agreement if in its sole discretion BIO is not acting in good faith per its
obligations under this Agreement.
9.03
Dissolution
Agreement. Should a dissolution occur, the parties agree to
negotiate an enter into an agreement regarding dissolution of the Joint Venture
operations, products and markets.
ARTICLE
X: MISCELLANEOUS PROVISIONS
10.01
Books and Records.
The Joint Venture shall keep adequate books and records at its place of
business, setting forth a true and accurate account of all business transactions
arising out of and in connection with the conduct of the Joint
Venture.
10.02
Validity. In
the event that any provisions of this Agreement shall be held to be invalid, the
same shall not affect in any respect whatsoever the validity of the remainder of
this Agreement.
10.03
Integrated
Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, and there are no agreements, understandings, restrictions or
warranties among the parties other than those set forth herein provided
for.
10.04
Headings. The
headings, titles and subtitles used in this Agreement are for ease of reference
only and shall not control or affect the meaning or construction of any
provision hereof.
10.05
Notices. Except
as may be otherwise specifically provided in this Agreement, all notices
required or permitted hereunder shall be in writing and shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, certified
or registered mail, return receipt requested, addressed to the parties at their
respective addresses set forth in this Agreement or at such other addresses as
may be subsequently specified by written notice.
10.06
Applicable Law and
Venue. This Agreement shall be construed and enforced under
the laws of the State of Texas.
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10.07
Other
Instruments. The parties hereto covenant and agree that they
will execute each such other and further instruments and documents as are or may
become reasonable necessary or convenient to effectuate and carry out the
purposes of the Agreement.
IN
WITNESS HEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
Signed,
sealed and delivered by:
INNOVATIVE
ENERGY SYSTEMS, INC.
|
By:
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/s/ Xxxxx
Cloud
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XXXXX
CLOUD, President
BIO PULP
WORKS, LLC.
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By:
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/s/ Xxxx X.
Xxxxxxxx
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XXXX X.
XXXXXXXX, CEO
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