EXHIBIT 10.12
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JOINT VENTURE AGREEMENT
THIS AGREEMENT, made and entered into in the city of Loveland, Colorado, by
and between Enter Tech Corporation, hereinafter called " ENTR", wherever the
context hereof so requires or admits, and Northern Communications Group, Inc.,
hereinafter call "NCG", wherever the context hereof so requires or admits.
Executed on this ______ day of ______________, 2000.
WITNESSES
WHEREAS, ENTR has certain marketing and technical capabilities and desires
a Joint Venture with NCG on products and services offered by NCG for the purpose
of selling these products and services to retail markets, and;
WHEREAS, ENTR may introduce NCG to certain clients for additional marketing
capabilities not covered by the this agreement and NCG may introduce ENTR to
certain clients for additional marketing capabilities not covered by this
agreement and the parties will establish separate and sole terms and conditions
outside the agreement herein.
NOW THEREFORE, in consideration of mutual covenants and agreements
hereinafter contained, it is agreed as follows:
1. PLAN OF JOINT VENTURE: On terms and conditions hereinafter set forth,
the parties hereinafter desire to establish a telephony-related sales
and distribution channel for products and services that mutually
benefit both entities.
2. EXCLUSIVITY:
1. NCG will be named exclusive provider of telephony "last-mile"
solutions for ENTR projects that require such services. This
exclusive relationship shall include NCG's technical expertise
and experience in; (a) providing the most efficient equipment for
the particular project, (b) managing and maintaining third-party
relationships with vendors, and (c) ongoing management of
telephony needs and related programming issues.
2. ENTR shall have non-exclusive, but priority rights to market
proprietary communication technology currently being developed by
NCG. ENTR shall have the right to re market certain equipment and
supplies at reasonable profit margins as mutually determined.
3. MARKETING: ENTR and NCG will retain their respective offices and
warehouses and will maintain accounting records of all related sales
transactions. Either party will have the right to review at any time
the others' accounting records specific to this agreement. ENTR will
be solely responsible for all sales and marketing activities related
to its projects and NCG shall be solely responsible for all sales and
marketing activities related to its normal course of business.
However, a joint sales and marketing plan shall be mutually agreed
upon as it relates to the wireless Internet Service currently under
development. This plan shall include potential cost allocations
related to market penetration and definitions of exactly what each
entity shall be responsible for in the development of this market.
4. ALLOCATION OF EXPENSE, REVENUE AND INCOME: NCG shall have the
allocation of all expenses, revenue and income as it relates to
providing last-mile solutions to ENTR projects. In cases where NCG can
and does provide the wireless Internet Service to ENTR project
customers where the expense of installation and monthly service fees
are borne directly by the project partners, ENTR and NCG agree to
equally split net income generated by any related installation that is
originally paid to ENTR. This shall include not only services to the
project itself, but also market penetration of other retail,
communications solutions, and wireless Internet Service provided.
5. MANUFACTURING: NCG shall provide all products related to the wireless
technology, either through known vendors or through
manufacturing agreements with known entities.
6. CONSTRUCTION: This agreement and all conditions hereto has been
executed in the State of Colorado and shall be construed pursuant to
the laws hereof.
7. DISPUTE RESOLUTION: In the event of any dispute between the two
parties it is agreed that the dispute with be resolved using Binding
Arbitration administered by a certified arbitrator. The arbitration
shall take place in the state of Colorado.
8. TERMINATION: This Agreement may be terminated by either party with 90
days written notice of default on any terms of the Agreement. Each
party shall have a 90-day right to cure period upon receiving written
notice from the other party.
9. NOTICES: Any notices which any of the parties hereto may desire to
serve upon any of the other parties hereto shall be in writing and
shall be conclusively deemed to have been received by the party to
whom addressed if mailed, postage prepaid, Registered Mail, to the
following addresses:
ENTR: Enter Tech Corporation
000 Xxxx 0xx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
NCG: Northern Communications Group, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxx Xxxxx
10. MODIFICATION AND ASSIGNMENT: This Agreement may not be modified,
amended or assigned, in whole or in part, except by an instrument of
writing executed by all of the parties hereto.
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11. SUCCESSORS OF INTEREST: This agreement shall be binding upon and inure
to the benefit of heirs, successors, representatives and assigns of
the parties hereto.
12. COUNTERPARTS: This agreement may be executed in multiple counterparts,
each of which shall be deemed a duplicate original.
13. INTEGRATION: This agreement represents the sole agreement of the
parties with respect to the subject matter hereof, and all other
agreements, written or oral, are hereby revoked.
IN WITNESS HEREOF, the parties hereto have executed this agreement as of
the day and date first hereinbefore set forth.
Enter Tech Corporation
By:
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Northern Communications Group, Inc.
By:
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