EXHIBIT 10.1
JOINT VENTURE MARKETING AND DISTRIBUTION AGREEMENT
This exclusive agreement is established between Party A, China Product Trade
Net Center (CPTNC), Xx.00 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
000000 Xxxxx Representative: Liang Xi and Party B, Xxxxxx.xxx, Inc., 000
Xxxxxxxx Xxxxx Xxxxx 000, Xxxxxxxx XX 00000.
China Product Trade Net Center, China Product Firm (CPTNC) (Party A) and
Xxxxxx.xxx, Inc. (Party B) based on mutually beneficiary and friendly
discussions agree to establish a joint venture company in China to work
directly with the CPTNC to market industrial and consumer products
produced by Chinese factories into the U.S. exclusively through Party B;
as well as, U.S products into the Chinese marketplace exclusively through
China Adatom, Inc.. This agreement will be in force for thirty years from
the date of execution and can be extended by the agreement of both
parties. This agreement can only be canceled within 180 days, written
notice by both parties. In case of such cancellation, any deals in
progress shall be honored by the parties and brought to a speedy
conclusion.
2.1 This joint venture will include the establishment of a newly
formed company in China, China Adatom, Inc. The equity
distribution will be Party A 51%, Party B 49 %. The profit
distribution based on equity/ownership will be Party A 51%, Party
B 49%.
2.2 China Adatom, Inc.'s offices will be located in Beijing, China.
2.3 The duration of the corporation is 30 years. The starting date is
effective on the day of obtaining the business permi
2.4 The Board is comprised of five (5) members - Two (2) Board
members will be appointed by Party A and two (2) board members
will be appointed by Party B. Both parties will agree on the
fifth member. The Chairman of the Board will be appointed by
Party A. The Deputy Chairman will be appointed by Party B. Every
board member has one vote according to the regulation. Party A
will appoint the CFO. Party B will appoint the Chief Accountant
The scope of this Agreement cannot be fully defined at this time
because the parties have not drafted the definitive business plan
contemplated by the Agreement. The parties will proceed
expeditiously within 20 days to draft the business plan in good
faith in accordance with their prior discussions
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and, among other matters, the business plan will set forth in
detail the rights and obligations of each party and the
anticipated level of investment required by Party B. If the
parties cannot agree on all of the terms of the business plan,
then either party may terminate this Agreement upon 10 days'
notice and Party's B's deposit shall be returned
xxxxxxxxxxx.Xxxxx A acknowledges that Party B must raise the
funds that the parties will need to implement the business plan.
It is presently anticipated that this funding level will
initially be approximately $7,000,000, but additional funding may
be required. If Party B is unable to raise all or any substantial
part of such funds in the U.S. capital markets on terms
satisfactory to Party B, then Party B may terminate this
Agreement upon 10 days ` notice and Party B's deposit will be
returned immediately. The equity in China Adatom, Inc. may be
adjusted to 50%/50% or beyond with respect to Xxxxxx.xxx, Inc's
equity/ownership if permitted by Chinese government or law in the
future. Neither Party A nor China Adatom, Inc. shall have any
rights in any intellectual property or technology of Party B used
in connection with the performance of this Agreement or the
business plan.
2.5 Scope of corporation: Establish the marketing, sale and
distribution system between China and the U.S. and develop the
integrated system for commerce, based on the existing current
system; to be connected with the U.S. system in both English and
Chinese. Participation in the technology development in China.
2.6 Party A will provide its integrated system and resources in China
to cooperate with Party B through China Adatom, Inc. and agree
not to work with any person or entity to use its interconnected
integrated system between Party A and Party B and resources for
relevant and similar business and agree not to engage in any
business conflicting with China Adatom, Inc.'s or Xxxxxx.xxx,
Inc's business.
2.7 CPTNC represents that there is no restriction or limitation as to
any buyer whom the product may be sold.
2.8 Xxxxxx.xxx, Inc will receive orders backed by letter of credit or
other methods of secured funds, retain a sales commission, and
forward to China Adatom, Inc. funds necessary to cover the price
of the goods, and a xxxx up (production profit) for China Adatom,
Inc.
2.9 After 30 years for the termination of the company or for whatever
reason it has to be terminated before 30 years, then the company
should do the closing according to the law, then the resources
will be divided according to the equity/ownership ratio.
2.10 This agreement can only be canceled within 180 days, written
notice by both parties. In case of such cancellation, any deals
in progress shall be honored by the parties and brought to a
speedy conclusion.
Party A will be responsible for the establishment and operation of the new
company to obtain all the needed permits and certificates and do the
necessary work to fulfill the requirement in obtaining the permit;
Party B agrees to provide the necessary documents to support this
effort.
Party B agrees to deposit $500,000 in a bank in China within 15 days as initial
seed funding for the implementation of the China Adatom, Inc. company,
including legal fees, permits, and general expenses. These initial seed
monies may be dispersed only upon approval of an individual agreed by
both parties A and B. The $500,000 initial seed funding will count
towards any subsequent total funding requirements for the project.
Subsequent funding will be forthcoming based on a business plan which
will enumerate use of proceeds for the implementation and execution of
the China Adatom, Inc. company. This plan should include requirements
for the electronic integration of the Chinese factories associated with
CPTNC, the develop and implementation of
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business and quality processes for the business venture, executive and
administrative offices in Beijing, and logistical and warehousing
capabilities in Shanghai and other ports of export. Dispersal of monies
will begin within 30 days subsequent to China Adatom, Inc's board
approval.
During the period of corporation, if Party A can not provide the integrated
system, resources, and services, then Party B has the right to
terminate the contract and require Party A to reimburse Party B for its
losses. If Party B can not provide the agreed total amount of capital
defined in the business plan of China Adatom, Inc., then Party A will
keep the paid portion as reimbursement for time and effort and has a
right to terminate the contract. Each party will be excused in the
event of uncontrollable circumstances such as war, change in government
policy, etc.
Support from its subsidiary organizations to provide complete e-commerce,
center of transportation and logistics, center of trade, center of
internet and center of methods of payments
The interpretation of this agreement will go with the law in China.
Any dispute between the two parties should be resolved with friendly discussion.
In case the dispute can not be resolved in thirty (30 days), either
party can take it to the Beijing International Business
Commission to resolve. The dispute should be explained in both English
and Chinese and will be applicable to both parties.
9. All the other supplements to this agreement including the business plan
will consist as part of this agreement.
10. There will be two versions of this agreement, one in Chinese and one in
English. Both versions should have the same legal effectiveness. Party A
and Party B will have copies of both versions
11. Any item not included in the agreement can be added as a supplement with
mutual agreement
12. Both parties agree to keep the agreement confidential until permission for
a press release from the Chinese government is obtained. Agreement on the
release shall be in writing from both parties and shall specify the date
for the release and is expected to be secured within one week following
the signing of this Agreement.
13. This agreement will be enforced after the signing of both sides by the
legal representatives or authorized legal representatives
14. This Agreement will be finalized pending Xxxxxx.xxx, Inc. board approval.
This agreement constitutes the entire understanding of the parties as to its
matter, and supersedes all discussions, negotiations, and agreements, whether
written or oral, between the parties with respect to its subject matter. This
agreement may not be modified, superseded or terminated, and no provisions may
be waived except by written agreement signed by all of the parties.
If the above meets with your acceptance and approval, please sign in the space
provided below.
AGREED AND ACCEPTED
CHINA PRODUCT TRADE NET CENTER (CPTNC)
CHINA PRODUCT FIRM
Date:
Xx. Xxxxx Xi
President
Party A
China Product Trade Net Center
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Xx. 00 Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000 Xxxxx
AGREED AND ACCEPATED
XXXXXX.XXX, INC.
Date:
Xxxxxxx Xxxxxx
President and CEO
Party B
Xxxxxx.Xxx
000 Xxxxxxxx Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
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