EXHIBIT 10.10
JOINT VENTURE AGREEMENT
THIS AGREEMENT ("Agreement") is made as of this 13th day of February 2004
by and between Xxxxxx Xxxxx (DS), an individual operating a custom motorcycle
business located in Blaine, MN and Viper Motorcycle Company ("Company"), located
at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxx Xxxx, XX 00000.
WHEREAS, DS is a master builder engaged in the business of designing,
developing and producing high performance motorcycle components;
WHEREAS, the Company is interested in retaining DS to perform motorcycle
development for the Company as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties hereto agree as follows:
1. DEFINITIONS.
As used herein, the following terms shall have the following meanings:
a. "INTELLECTUAL PROPERTY" means copyrights, patents,
trademarks and trade secrets whether or not registered,
filed, applied for or the like, and all related rights and
"Know-how" information. For the design, performance and
manufacturability of Motorcycle products, which are to be
designed or developed by DS hereunder.
2. MOTORCYCLE DEVELOPMENT
The Company hereby agrees to pay to DS to develop a "Xxxxxx Xxxxx Signature
Series Chopper motorcycle" for Viper Motorcycle Company to reproduce,
manufacture and market. Said Chopper Series shall utilize a common frame but
shall have different configurations of Gas tanks, Handlebars, etc. Viper shall
provide DS with Viper components for DS to be utilized in the Chopper, and shall
pay for all other components necessary to complete the project. Viper shall also
pay DS for his time on the development project as invoiced, with the total
development budget for the intellectual property developed under this agreement
estimated to be approximately $20,000 to $50,000 as agreed. The Company agrees
to pay DS $3,000 as a good faith deposit upon both parties entering into this
agreement. The chopper development is estimated to be completed by fall 2004.
3. ROYALTIES
The Company shall additionally pay DS $500 per Xxxxxx Xxxxx Signature Series
Chopper sold, and 5% of all sale proceeds from aftermarket and clothing sold
bearing the DS brand. Said royalties shall be paid on a quarterly basis
4. OWNERSHIP OF INTELLECTUAL PROPERTY. The parties agree that the
Company shall retain all right, title and interest in the Specifications, and
related motorcycle components, and all Intellectual Property therein, subject
only to the payment terms under this agreement.
5. PRODUCTION EQUIPMENT. DS shall provide the Company with a list of
Vendors who will develop the molds, tooling, dies and casts to produce component
parts for the manufacture of the Motorcycle Components.
6. MARKETING OBLIGATIONS.
a. BEST EFFORTS TO PROMOTE MARKETING. At all times during the
term of the Agreement, both parties will use best efforts
to promote the manufacture, sale, marketing and
distribution of the DS Signature Series Chopper
motorcycles. DS shall be paid $500, plus all out of pocket
expenses, per marketing event DS attends at the request of
the Company.
b. MARKETING PRACTICES. Both parties agree to (I) conduct
business in a manner that reflects favorably at all times
on the good name, goodwill and reputation of the other
party, (II) not engage in deceptive, misleading or
unethical practices that are or might be detrimental to the
other party, (III) not make any false or misleading
representation with regard to the other party or its
products, (IV) not make any representation or warranty to
anyone with respect to the specifications, features or
capabilities of the other parties products that are
inconsistent with the literature distributed by the other
party, including all disclaimers contained in such
literature, and (VI) not make any warranty or
representation to anyone that would give the recipient any
claim or right of action against the other party.
c. NON-COMPETE WITH OTHER OEM's. DS agrees not to enter into
any other relationship with any other Original Equipment
Manufacturer of motorcycles during the term of this
agreement.
7. CONFIDENTIALITY.
Each party shall keep confidential and not disclose to any other third
party any information provided to it by the other party marked with a
confidential, proprietary, or other similar notice. In addition, DS and
the Company shall mutually approve all press releases regarding the DS
joint venture.
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8. TERM. This Agreement shall commence as of the Date Hereof and
shall continue indefinitely as long as the Company produces a minimum of
30 Xxxxxx Xxxxx Signature Series Choppers per year.
9. TERMINATION AND SURVIVING RIGHTS. Termination or expiration of
this Agreement shall not affect any other rights of the parties which may
have accrued up to the date of termination or expiration.
10. MISCELLANEOUS.
a. SEVERABILITY. In the event any provision of this Agreement
is held to be invalid or unenforceable, the valid or
enforceable portion of this Agreement will remain in full
force and effect.
b. FORCE XXXXXX. Neither party shall be liable to the other
for its failure to perform any of its obligations under
this Agreement during any period in which such performance
is delayed because or rendered impracticable due to
circumstances beyond its reasonable control, including
government regulation and acts of God, provided that the
party experiencing the delay promptly notifies the other
party of the delay.
c. ENTIRE AGREEMENT. This Agreement constitutes the entire,
final, complete and exclusive agreement between the. This
Agreement shall not be modified or amended except in
writing signed by a duly authorized representative of each
party.
d. COUNTERPARTS. This agreement may be executed in
counterparts by facsimile signature with the same force and
effect as if each of the parties had executed the same
instrument.
e. NOTICE. All notices, communications, demands and the like
required or permitted under this Agreement will be in
writing and will be deemed given by one part hereto when
received by the other party.
f. CHOICE OF GOVERNING LAW. This agreement is made in
accordance with and shall be governed under the laws of the
State of Minnesota
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Xxxxxx Xxxxx (DS) Viper Motorcycle Company (Company)
/s/ Xxxxxx Xxxxx by /s/ Xxxx Xxx
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An Individual
Its VP and Director
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