JOINT VENTURE AGREEMENT
Exhibit 2.1
This Agreement (this "Agreement") is by and between Reflora do Brasil, a Brazilian
company (hereafter "RDB") and Global Earth Energy Inc., Inc., a Nevada Corporation (hereafter
"GLER") effective as oflatter of the dates set forth below (the "Contract Date").
IN CONSIDERATION OF the mutual promises and covenants hereinafter contained and
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1.
Subject to the terms and conditions of this Agreement, GLER may act as broker
on behalf of RDB for the sale by RDB of carbon credits (the "Credits") relating to certain
property located in Brazil (the "Para Property"), as described in attachment marked GLER A.
2.
Proceeds from the sale of the Credits brokered by GLER for RDB shall be split as
follows: sixty percent (60%) of the proceeds shall be distributed to the owners of the Para
Property, who are represented by RDB, and forty percent (40%) to GLER ("GLER Share")
4.
The term of this Agreement shall be for the life of the project and corresponding
crediting periods from the Effective Date, unless sooner terminated as hereinafter provided,
subject to and upon the conditions specified herein. Either party may terminate this Agreement at
anytime for any reason upon thirty (30) days' prior notice to the other party. After the date of
termination of this Agreement ("Termination Date") regardless of terminating party, GLER shall
be entitled to all fees due for sales of Credits completed prior to the Termination Date.
5.
The relationship of RDB to GLER shall be that of an EXCLUSIVE PARTNER.
Neither federal, state nor local income tax, payroll tax, nor any foreign tax of any kind shall be
withheld or paid by RDB on behalf of GLER. RDB and GLER each understand and agree that at
no time does either party acquire rights, interest or title in any product or service or equity of the
other party and that all copyrights, marks, patents, intellectual. rights and any and all other
proprietary rights of each party remain and shall always remain the property of such party.
6.
Each party represents and warrants to the other that it is not party to any
agreement, contract or understanding which will in any way restrict or prohibit it from entering
into this Agreement and performing its obligations hereunder in accordance with the terms and
conditions of this Agreement. Neither party represents or warrants that it has any license or
permit, foreign or domestic, that may be required to sell the Credits as contemplated by this
Agreement.
7. Both RDB and GLER shall indemnify and hold harmless one and other and its
affiliates from and against any and all losses, claims, damages, liabilities, expenses (including
reasonable legal fees and expenses), judgments, fines, settlements and other amounts
(collectively "Claims") arising from any and all claims, costs, demands, actions, suits or other
proceedings (whether civil, criminal, administrative or investigative) (collectively
"Proceedings") in which either partymay be involved, or threatened to be involved as a party or
otherwise that as a result of or arising out of (a) either party's acts or omissions, other than a
Proceeding that also arises out of the acts or omissions of GLER that constituted negligence, or
(b) a breach by either party of any of its representations, warranties, covenants or agreements
under this Agreement.
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In claiming any indemnification hereunder, the indemnified party shall promptly provide
the indemnifying party with written notice of any claim, which the indemnified party believes
falls within the scope of the foregoing paragraphs. A party's failure to give prompt written
notice shall relieve the indemnifying party of its obligations hereunder, but only to the extent that
such failure to give notice prejudices the indemnifying party's ability to defend such claim. The
indemnifying party thereafter shall have sole control of the defense of any such claim (with
counsel reasonably satisfactory to the indemnified party) and all negotiations for settlement;
provided, however, that the indemnified party may, at its own expense, assist in the defense if it
so chooses, provided that the indemnifying party shall control such defense and all negotiations
relative to the settlement of any such claim and, further provided, that any settlement intended to
bind the indemnified party in any way other than the payment of a financial settlement within the
scope of the indemnity or which may adversely affect the indemnified party's continuing
business activities shall not be final without the indemnified party's written consent, which shall
not be unreasonably withheld. The indemnified party will provide the indemnifying party with
all reasonably necessary assistance, information and authority to perform the foregoing, all at the
indemnifying party's expense
All amounts to be paid under the indemnification provisions of this Agreement shall be
paid by the indemnifying party to the indemnified party(ies) as such Claims are incurred.
The obligations of the parties under this paragraph 6 shall survive the termination of this
Agreement.
8.
Except as may be required under Section 6 of this Agreement with respect to
indemnification, under no circumstances shall either party be liable for any indirect, incidental,
economic, special, punitive or consequential damages, whether for breach of contract, negligence
or under any other cause of action, that result from the relationship or the conduct of business
contemplated herein.
9.
RDB and GLER acknowledge that each may disclose or learn Confidential
Information about the other and their customers during the course of this Agreement. The party
receiving the Confidential Information shall: (i) maintain it in confidence, except to the extent
necessary to carry out the purposes of this Agreement, in which event written confidentiality
restrictions shall be imposed upon the parties to whom such disclosures are made; and (ii) use at
least the same degree of care in maintaining its secrecy as it uses in maintaining the secrecy of its
own Confidential Information, but in no event less than a reasonable degree of care.
"Confidential Information" means all proprietary, secret or confidential information or data
relating to either party and their operations, employees,. products or services, clients, and
customers.
Information shall not be considered Confidential Information to the extent that such
information is: (i) already known to the receiving party free of any restriction at the time it is
obtained; (ii) subsequently learned from an independent third party free of any restriction and
without breach of this Agreement; (iii) becomes publicly available through no wrongful act of
the receiving party; (iv) independently developed by the receiving party without reference to any
Confidential Information of the other; or (v) required to be disclosed by law, rule or regulation.
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This paragraph shall survive for a period of three years after termination of this
Agreement.
10.
This Agreement shall be binding in all respects upon the parties hereto and their
successors.
11.
This Agreement expresses the entire understanding between the parties
concerning its subject matter and supersedes all prior agreements made between the parties with
respect to the subject matter hereof. This Agreement may not be modified except by a written
instrument signed by all parties. The failure of a party to insist upon adherence to any term of
this Agreement shall not be considered a waiver or deprive the party of the right thereafter to
insist upon strict adherence to that term or any other term in this Agreement.
12.
This Agreement is executed voluntarily and without any duress or undue
influence on the parties or their officers, employees, agents, or attorneys and no party is relying
on any inducement, promises or representations made by any other party or any of its officers,
employees, agents, or attorneys other than as set forth in this Agreement.
13.
This Agreement shall be enforceable upon the exchange of facsimile signatures
and scanned and emailedsignatures.This Agreement may be executed in several counterparts,
each of which shall be considered an original, but which when taken together, shall constitute
one agreement.
14.
All notices and other communications required or permitted under this Agreement
shall be validly given, made, or served if in writing and delivered personally, sent by registered
mail, receipted commercial courier, fax, or bye-mail (acknowledged in like manner by the
intended recipient)facsimile transmission to RDB or GLER at the following addresses:
RDB:
Reflora Do Brasil
c/o Xxxxxxx X. Xxxxxxx III
000 X. Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Fax:
-------------------
Email: xxxxxxxxxx@xxxxx.xxx
GLER:
Global Earth Energy Inc." LLC
c/o Xxxxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Email: xxxxxxx@xxx.xxx
15.
The rights and obligations ofRDB and GLER under this Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of RDB and GLER.
16.
If any provision of this Agreement shall be found invalid or unenforceable for any
reason, in whole or in part, then such provision shall be deemed modified, restricted, or
reformulated to the extent and in the manner necessary to render the same valid and enforceable,
or shall be deemed excised from this Agreement, as the case may require, and this Agreement
shall be construed and enforced to the maximum extent permitted by law, as if such provision
had been originally incorporated herein as so modified, restricted, or reformulated or as if such
provision had not been originally incorporated herein, as the case may be. The parties further
agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the
parties are unable to agree upon a lawful substitute, the parties desire and request that a court or
other authority called upon to decide the enforceability of this Agreement modify those
restrictions in this Agreement that, once modified, will result in an agreement that is consistent
with the intent of the parties and is enforceable to the maximum extent permitted by the law in
existence at the time of the requested enforcement.
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17.
This Agreement shall be governed by, and construed in accordance with the laws
of the State of Nevada without reference to its conflict of law provisions. EACH PARTY
AGREES AND CONSENTS TO SUBMIT TO PERSONAL JURISDICTION IN THE STATE
OF ILLINOIS IN ANY STATE OR FEDERAL COURT OF COMPETENT SUBJECT
MATTER JURISDICTION SITUATED IN Nevada. EACH PARTY FURTHER AGREES
THAT THE SOLE AND EXCLUSIVE VENUE FOR ANY SUIT ARISING OUT OF, OR
SEEKING TO ENFORCE, THE TERMS OF THIS AGREEMENT SHALL BE IN A STATE
OR FEDERAL COURT OF COMPETENT SUBJECT MATTER JURISDICTION SITUATED
Nevada, EXCEPT THAT IN ACTIONS SEEKING TO ENFORCE ANY ORDER OR ANY
JUDGMENT OF SUCH FEDERAL OR STATE COURTS LOCATED IN ILLINOIS, SUCH
PERSONAL JURISDICTION SHALL BE NON-EXCLUSIVE. IN ADDITION, EACH
P ARTY WAIVES ANY RIGHT TO CHALLENGE IN ANOTHER COURT ANY JUDGMENT
ENTERED BY SUCH XXXX COUNTY COURT OR TO ASSERT THAT ANY ACTION
INSTITUTED BY A PARTY IN ANY SUCH COURT IS IN THE IMPROPER VENUE OR
SHOULD BE TRANSFERRED TO A MORE CONVENIENT FORUM.
18.
Waiver of Trial by Jury. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
(Signature Page Follows.)
REFLORA DO BRASIL
/s/ Xxxxxxx X. Xxxxxxx III
Title: Director of Finance
Date: ________________________
GLOBAL EARTH ENERGY INC., by:___________________
Name: Xxxxxx Xxxxxxx
Title: President
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