Exhibit 10.1
JOINT VENTURE AGREEMENT
Joint Venture Agreement made this 29th day of September, 2010 by and
between Xxxxxx Xxxxxxxxx, ("RK") dba Biotec Foods, ("BT"), and EClean
Acquisitions, Corporation, ("EAC") a wholly owned subsidiary of Bio Clean, Inc.
("BOCL"), a Nevada corporation, aka Global NuTech, Inc., individually the
"Venturer" and collectively the "Joint Venturers".
In consideration of the mutual terms, conditions and covenants hereinafter
set forth, the Joint Venturers agree as follows:
PARTIES
1.1 The Venturers hereby form a joint venture ("JV"), in the form of a Nevada
Limited Liability Corporation managed by Managers, for the limited purposes and
scope set forth in this Agreement, as amended from time to time, and by the
terms and conditions set forth herein, by EAC, and RK, dba BT, are all of the
Venturers of the Joint Venture.
1.2 The relationship between the Joint Venturers shall be limited to the
performance of the terms and conditions of this Agreement. Nothing herein shall
be construed to create a general partnership between the Joint Venturers, or to
authorize any Venturer to act as a general agent for another, or to permit any
Venturer to bind another other than as set forth in this Agreement, or to borrow
money on behalf of another Venturer, or to use the credit of any Venturer for
any purpose.
1.3 Neither this Agreement nor any interest in the Joint Venture may be
assigned, pledged, transferred or hypothecated without the prior written consent
of the Joint Venturers hereto.
JOINT VENTURE NAME
2. The name of the Joint Venture shall be as indicated in the Articles set forth
in Attachment A, or such other name or names as the Venturers may from time to
time select.
TERM
3. The term of this Joint Venture agreement shall be ten years, during which
each Joint Venturer shall share 60% for BT and 40% for EAC in the equity of the
Joint Venture, at which time the Venturers agree that the joint Venture at the
option of EAC will be merged, or purchased by parent of EAC, BOCL, sold,
dissolved, or renewed by Joint Venturers for an agreed upon period of time. If
sold, or dissolved, and the earnings and assets distributed 60/40 to the
Venturers in proportion to their respective interests after all taxes and
liabilities have been paid.
4. The principal place of business of the Joint Venture shall be at the present
offices of the hereinafter identified manager of said Joint Venture, or such
other place or places as the Venturers may from time to time select. The Joint
Venturers shall execute the necessary documents to register the Joint Venture
with the proper governmental offices to do business in the State of Nevada, and
also to register in California and any other jurisdiction in which it conducts
regular business.
5. The limited purpose and the sole business of the Joint Venture shall be to
conduct business activities in the manner described in the business plan profile
attached hereto as Attachment C. The Joint Venture may engage in such other
activities related either directly or indirectly to the foregoing as may be
necessary, advisable or convenient to the promotion or conduct of the Joint
Venture's business, but no other business shall be conducted by the Joint
Venture without the prior written consent of the Venturers.
6. The Venture shall consist of contributions as set forth below:
a. RK, dba BT shall purchase Sixty percent (60%) of all the authorized
membership interests of the Joint venture as a Nevada Limited
Liability Corporation, in exchange for its contributing its product or
products to be sold along with (if necessary) selected proprietary
internet rights, trademarks, client and vendor database, business
expertise and relevant business contacts and sources, as well as its
systems and procedures to conduct the subject business.
b. EAC as a subsidiary corporation through its parent Bio Clean, Inc.
shall purchase Forty percent (40%) of all the authorized membership
interests of the Joint venture as a Nevada Limited Liability
Corporation, in exchange for its contribution of restricted common
stock totaling Fifty million (50,000,000) shares of Bio Clean, Inc.
valued for the purposes of this contract as Two Hundred Fifty Thousand
($250,000) dollars.
7. The profits and losses of the Joint Venture shall be determined in
accordance with good accounting practices, shared among the Joint Venturers as
set forth in Attachment B. Other than Distributable Cash being distributed upon
the termination of the Joint Venture, Distributable Cash of the Joint Venture
shall be distributed among the Venturers in accordance with that formula more
specifically set forth at Attachment B hereto. At any time the Venturers deem
appropriate, the Distributable Cash or Gain shall be calculated and, if the
Venturers deem the same to be appropriate in their sole and absolute discretion,
all or any portion thereof shall be distributed to the Venturers as it becomes
available. Notwithstanding the foregoing, however, no Distribution of
Distributable Cash shall be made unless the Venturers determine in good faith
that such Distribution may be made or not made without materially affecting the
ability of the each of the Joint Venturers to pay their obligations (including
contingent liabilities) as they fall due, and that such Distribution may be made
in accordance with applicable law, in a manner specified in Attachment B.
8. RK dba BT and EAC shall jointly appoint Xxxxxx Xxxxxxxxx and Xxxxxxx Xxxxxxxx
as Managing Directors who shall appoint the Board of Directors and Officers of
the Joint Venture, and shall have entire control and the sole discretion for
management and of the conduct of the business of the Joint Venture as the
"Venture Manager."
2
9. BANK ACCOUNTS. All funds held under management for the benefit of the Joint
Venture shall be deposited in the name of the Joint Venture Manager in such bank
account or accounts as shall be determined by the Joint Venture Manager. All
withdrawals therefrom shall be made upon checks signed on behalf of the Joint
Venture by any person authorized by the Venturers to sign checks on behalf of
the Joint Venture.
10. Management and Control; Powers. Except as otherwise expressly provided for
in this Agreement, Venturers agree and appoint Xxxxxx Xxxxxxxxx and Xxxxxxx
Xxxxxxxx both as Joint Venture Managers (hereafter "JVM") with responsibility
for the management and control of this contact and agreement representing the
Joint Venture, and which shall have responsibility for and be obligated to
conduct the day-to-day management and operation of the Joint Venture Business in
fulfilling the duties and obligations of the Venturers to each other hereunder.
The JVM shall be solely responsible for the complete and exclusive day-to-day
management, operation and control of the Joint Venture Business, and shall have
all of the rights and powers which are necessary, advisable or convenient
therefore, including without limitation the authority to act for or on behalf of
the best interest of this Joint Venture, in making decisions concerning the
Joint Venture Business.
11. As compensation for its services the Venture Manager shall be paid per
Attachment E during the duration of the Joint Venture and shall be reimbursed
for all reasonable expenses incurred in the performance of its duties as Venture
Manager.
12. Each Joint Venturer shall be bound by any action taken by the Venture
Manager in good faith under this Agreement. In no event shall any Joint Venturer
as Shareholders of the joint Venture be called upon to pay any amount beyond the
liability of that as a Shareholder under applicable Nevada law.
13. The Venture Manger shall not be liable for any error in judgment or any
mistake of law or fact or any act done in good faith in the exercise of the
power and authority as Venture Manager but shall be liable for gross negligence
or willful default.
14. This Agreement shall be governed by and interpreted under the laws of the
State of Nevada. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association in
Xxxxx County, Nevada, and judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof.
15. Any and all notices to be given pursuant to or under this Agreement shall be
sent to the party to whom the notice is addressed at the address of the Venturer
maintained by the Joint Venture and shall be sent Certified Mail, Return Receipt
Requested.
3
16. This Agreement constitutes the entire agreement between the Joint Venturers
pertaining to the subject matter contained in it, and supersedes all prior and
contemporaneous agreements, representations, warranties and understandings of
the parties. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by all the parties hereto. No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute, a
waiver of any other provision, whether similar or not similar, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless in
writing signed by the party making the waiver.
The parties hereto, intending to be bound, have signed this Agreement as of
the date and year first above written.
XXXXXX KANANAUGH DBA BIOTEC FOODS
BY: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Xxxxxx Xxxxxxxxx
ECLEAN ACQUISITIONS, CORPORATION
By: /s/ E. G. Marchi
----------------------------------------
E. G. Marchi
4
