JOINT VENTURE AGREEMENT
This joint venture agreement is entered into this 1st day of
December 2001, by and between Interactive Outdoors, Inc., a
corporation organized and existing under the laws of the State of
Nevada (hereinafter referred to as "Interactive Outdoors"), and
Virtual Xxxxxxx.xxx, Inc., a corporation organized and existing
under the laws of the State of Nevada (hereinafter referred to as
"Virtual Hunters").
Whereas, Interactive Outdoors is in the business of
publishing an interactive magazine for sportsmen to be
distributed on the Internet and via CD-ROM subscription;
Whereas, Virtual Hunters is in the business of publishing a
CD-ROM based hunting magazine;
Whereas, the parties desire to enter into a joint venture
for the purpose of aggregating content and combining the
technologies of the parties to develop and publish an interactive
CD-ROM magazine for outdoor sports; and
Now, therefore, in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:
Article 1: Definitions
1.1 "Affiliate" means a Person that directly, or indirectly
through one or more intermediaries, Controls, or is Controlled
by, or is in common Control with, the Person specified.
1.2 "Agreement" means this Joint Venture Agreement.
1.3 "Background Technology" means technical information not
generated in the course of the Program.
1.4 "Control" means the possession, direct or indirect, of
the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting
securities, by contract, through members of the board of
directors, or otherwise.
1.5 "Patents" means all patents and applications relating
thereto resulting from the business engaged in the course of this
Agreement.
1.6 "Person" means a natural individual, partnership, firm,
company, corporation and any other form of business association.
1.7 "Technology" means all technical information generated
in the course of the Program.
Article 2: Effective Date and Term
2.1 Effective Date. As soon as this Agreement has been
signed, the parties hereto shall be obligated to take every
reasonable step to cooperate with each other in obtaining the
requisite approvals, validations, rulings and consents provided
for in this Agreement or made necessary thereby. The parties
shall not be obligated to proceed further, however, with the
action which they are to take under this Agreement until the
"Effective Date," which shall mean the date which the following
the approval and validation of the Joint Venture Agreement by the
board of directors of both Interactive Outdoors and Virtual
Hunters.
2.2 Duration. This Agreement shall continue to be
effective and in full force until Virtual Hunters receives
royalties of not less than $100,000.00, unless terminated
pursuant to Article 10 hereof. In the event such stipulation is
not reached within five (5) years, both parties shall have the
option to either (i) mutually agree to lower the amount of
royalties to be paid to Virtual Hunters, (ii) mutually agree to
extend the term of this Agreement or (iii) cause dissolution of
this Agreement, in which case both parties shall promptly take
all the procedures to have such Agreement voided in accordance
with the Laws of the State of Nevada.
Article 3: Appropriation of Costs and Profit
3.1 Costs. Interactive Outdoors shall bear all costs for
the initial production, duplication and distribution of an
interactive magazine to be released on the Internet and made
available via CD-ROM magazine subscriptions. In addition,
Interactive Outdoors agrees to obtain and provide all material
content to be used in conjunction with the magazine.
3.2 Appropriation of Profit. The parties agree to divide
the profits attained through paid subscriptions to the
interactive CD-ROM based magazine and advertising revenues
equally, once the initial start-up costs delineated in paragraph
3.1 above have been recovered by Interactive Outdoors.
3.3 Subsequent Transactions. Upon the receipt of
$100,000.00 in royalties from subscriptions and advertising
revenues by Virtual Hunters, Virtual Hunters shall transfer
rights to all technologies and royalties developed and
encompassed by this agreement to Interactive Outdoors.
Additionally, Interactive Outdoors shall have the option to
purchase, for the aggregate sum of 25,000, certain assets of
Virtual Hunters, as set forth in Exhibit "A" attached hereto, at
such time the option to purchase is exercised.
Article 4: Administration and Governance
4.1 Obligations of the Parties. The parties agree to work
together to develop, produce and market the interactive magazine.
The Parties agree to contribute funds or in-kind services in
amounts, as required, to sustain or expand the operations
supported by this Agreement.
4.2 Program Management. Interactive Outdoors shall perform
the day-to-day management and administration of the Joint Venture
in accordance with all legal and regulatory requirements.
Interactive Outdoors shall reserve the option to seek assistance,
as needed, from Virtual Hunters.
4.3 Management Committee. Interactive Outdoors shall direct
the conduct of business in all respects.
Article 5: Confidentiality
5.1 Confidential Obligations. Interactive Outdoors and
Virtual Hunters each covenants and agrees, during the term of
this Agreement, on behalf of its Directors, officers, employees
and agents to maintain in strict confidence and not to make any
unauthorized use of the Confidential Information received from
the other party, pursuant to this Agreement. The Confidential
Information shall be (i) disclosed in writing or in other
tangible form and clearly marked as confidential at the time of
disclosure, or (ii) disclosed orally or in other intangible form
and clearly indicated as confidential at the time of disclosure
and, within thirty (30) days after such disclosure, followed up
with a written notice stating the content and nature of such
Confidential Information.
5.2 Exceptions. The obligations in this Article 5 will not
apply to any information which (i) is or becomes available to the
public other than by breach of this Agreement by the receiving
party; (ii) is or has been rightfully received by the receiving
party from a third party, or disclosed by the disclosing party to
a third party, without any restrictions as to its use or
disclosure; or (iii) is or has been independently developed by
the receiving party.
Article 6: Proprietary Information
Each of the Parties agrees that it will not, either during
the term of this Agreement or at any time after its termination,
use Technology or Background Technology of another Party for any
purpose except the pursuit of the execution of the business set
forth in this Agreement and the commercial exploitation of the
results of the development work of the Joint Venture and it will
not divulge such Background Technology to any person without the
prior written consent of the disclosing Party; provided, however,
Background Technology shall not be considered proprietary which:
6.1 Is in the public domain at the time of disclosure or
thereafter enters the public domain other than through a breach
of this Agreement; or
6.2 Is in the possession of the receiving Party prior to
its receipt from the disclosing Party; or
6.3 Is lawfully obtained from a third party under
circumstances permitting the receiving Party to use or disclose
the information without restrictions; or
6.4 Is independently developed by the receiving Party; or
6.5 Is required to be disclosed as a result of governmental
or judicial action.
Article 7: Intellectual Property
The protection of intellectual property rights including
technology and trade secrets will be enforced by any reasonable
means made available to the Parties, and such parties will pursue
any legal recourse as provided by Federal or State laws and
regulations, as applicable.
Article 8: Liability, Warranty, Insurance
8.1 Liability. 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 that Party 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 any other Party or its employees or
agents. Joint and several liability 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. The Parties agree that in no event will
consequential or punitive damages be applicable or awarded with
respect to any dispute that may arise between or among the
Parties in connection with this Agreement.
8.2 Insurance. Each Party agrees to obtain and maintain
appropriate public liability and casualty insurance, or adequate
levels of self-insurance, to insure against any liability caused
by that Party's obligations under this Agreement.
Article 9: Notices
Any notice or request with reference to this Agreement shall
be made by first class mail postage prepaid, telex or facsimile
to either of the following addresses:
Interactive Outdoors, Inc.
00 Xxxxxx Xxxx
Xxxxxxxxxxxx, Xxx Xxxx 00000
-or-
Virtual Xxxxxxx.xxx, Inc.
000 Xxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Article 10: General Provisions
10.1 Entire Agreement. This Agreement and related
agreements executed concurrently herewith supersede all
negotiations, commitments and writings prior to the date hereof
pertaining to the subject matter of this Agreement and such
related agreements. This Agreement shall not be changed or
modified in any manner, except by mutual consent in writing of
subsequent date signed by duly authorized representatives of both
parties hereto.
10.2 Binding Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and assignees.
10.3 Notice. Any notice provided for under this Agreement
shall be deemed effective when delivered in person or seven (7)
days after deposit in the mails by registered or certified mail
postage prepaid and addressed to the respective address listed in
the introduction of this Agreement, or to such different address
as either party may designate in writing to the other pursuant to
this paragraph.
10.4 Interpretation and Governing Law. This Agreement
shall be interpreted in accordance with the plain English meaning
of its terms and the construction thereof shall be governed by
the laws of the State of Nevada, United States of America.
10.5 Arbitration. In the event of any dispute, controversy
or difference, which may arise between the parties, out of, in
relation to or in connection with this Agreement, or a breach
hereof (the "Dispute"), the parties hereto shall first settle
such Dispute through friendly consultation. If such Dispute
cannot be satisfactorily resolved by the parties themselves
through friendly consultation within a period of two (2) months,
then such Disputes shall be finally settled by arbitration.
10.6 Severability. In case any one or more of the
provisions, or portions of provisions, of this Agreement shall be
deemed by any governmental authority to be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions, or portions of
provisions contained herein shall not be in any way affected or
impaired thereby.
10.7 Force Majeure. If the performance of this Agreement
or any obligation hereunder is prevented, restricted or
interfered with by reason of force majeure, the party so
affected, upon giving prompt notice to the other party, shall be
excused from such performance to the extent of such prevention,
restriction or interference; provided, that the party so affected
shall use it best efforts to avoid or remove such causes of non-
performance and shall continue performance hereunder with the
utmost dispatch whenever such causes are removed; and provided,
further, that whenever it appears advisable to a party hereto to
consent to the entry of a judgment against it by a court of
competent jurisdiction rather that incur substantial expense or
great inconvenience, the entry of such judgment shall excuse such
party from performance hereunder to the extent that such judgment
forbids or restrains such performance.
10.8 Omissions or Delays. No omission or delay on the part
of any party hereto in requiring a due and punctual fulfillment
by the other party hereto of the obligations of such other party
hereunder shall be deemed to constitute a waiver by the omitting
or delaying party of any of its rights to require such due and
punctual fulfillment of any other obligation hereunder, whether
similar or otherwise, or a waiver of any remedy it might have.
10.9 Classified Information. It is understood and agreed
that nothing in this Agreement shall authorize the disclosure of,
or access to, classified information, material or know-how, of
the Government of the United States, or the violation of the
Export Control Regulations of such country.
10.10 Assignment and Succession. This Agreement shall
inure to the benefit of and be binding upon the parties hereto
and their respective successors and assigns, but shall not be
assignable by any party other than a Person acquiring
substantially all of its business and assuming all of its
obligation and liabilities, except with the written consent of
the other party. In the event of any such assignment, the
transferor or assignor shall remain obligated to perform its own
obligations and in addition shall be jointly and severally liable
for the proper performance of the obligations of the transferee
or assignee pursuant to this Agreement.
10.11 Section Headings. The section headings contained in
this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this
Agreement.
10.12 Effective Date. This agreement shall be effective as
of the date of the last signature below.
10.13 Waivers. Waiver by any Party of any breach or
failure to comply with any provision of this Agreement by another
Party shall not be construed as, or constitute, a continuing
waiver of such provision or a waiver of any other breach of or
failure to comply with any other provision of this Agreement.
In Witness Whereof, the Parties have caused this Agreement
to be executed by their duly authorized officers or
representatives on the dates shown below.
Name: ____________________________ Name: _____________________________
Title: ___________________________ Title: ____________________________
Date: ____________________________ Date: _____________________________
Name: ____________________________ Name: _____________________________
Title: ___________________________ Title: ____________________________
Date: ____________________________ Date: _____________________________
