Exhibit 10.3
JOINT VENTURE AGREEMENT
CVC DIRECT WIRELESS
This JOINT VENTURE AGREEMENT made the 31st day of May, 2006 by and between WRIO
CORPORATION, a Dallas, Texas corporation having its principal place of business
at 00000 X. Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, XX 00000 (hereinafter referred
to as "WRIO", which expression shall include its successors and assigns); and
VOIUM TECHNOLOGIES LTD, a Cayman Islands corporation having its principal place
of business at 000X Xxxxxxx Xxxx, Xxxxxxxxx 000000 (hereinafter referred to as
"VOIUM", which expression shall include its successors and assigns). The parties
are referred to individually as the "Venturer" and collectively as the "Joint
Venturers".
In consideration of the mutual terms, conditions and covenants hereinafter set
forth, the Joint Venturers agree as follows:
1. The Joint Venturers hereby form a "Joint Venture" for the purpose of
operating in The People's Republic of China ("PRC") pursuant to a
license granted to it by WRIO for the commercialization of the WRIO DVB
Platform ("WRIO Network") and its partner's Products which shall
include all such modifications and enhancements as shall be provided
from time to time by WRIO.
2. The Joint Venture shall conduct business under the name of CVC Direct
Wireless ("CDW") or such other name as shall be permitted in PRC.
3. The Joint Venturers shall execute the necessary documents to register
the Joint Venture with the proper governmental offices in the PRC.
4. The Joint Venturers acknowledge that each Joint Venturer has
contributed US $1,000 in capital to the Joint Venture. Any additional
amounts funded by the Joint Venturers shall be treated as a loan to the
Joint Venture.
5. The profits and losses of the Joint Venture shall be determined in
accordance with U.S. generally accepted accounting principles and shall
be shared among the Joint Venturers in equal proportion.
6. A Board of four to be nominated equally between the parties shall have
the sole discretion, management and entire control of the conduct of
the business of the Joint Venture as the "Venture Managers."
7A. As compensation for their services, the Venture Managers shall be paid
amounts to be mutually agreed during the duration of the Joint Venture
and shall be reimbursed for all reasonable expenses incurred in the
performances of their duties as Venture Managers.
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7B. This Agreement does not provide nor is it required to provide for the
payment of any fees, commission, or payment of any kind to any third
party.
8. Each Joint Venturer shall be bound by any action taken by the Venture
Managers in good faith under this Agreement. In no event shall any
Joint Venturer be called upon to pay any amount beyond the liability
arising against him on account of his capital contribution.
9. The Venture Managers shall not be liable for any error in judgment or
any mistake of law or fact or any act done in good faith in the
exercise of the power and authority as Venture Manager but shall be
liable for gross negligence or willful default.
10. The relationship between the Joint Venturers shall be limited to the
performance of the terms and conditions of this Agreement. Nothing
herein shall be construed to create a general partnership between the
Joint Venturers, or to authorize any Venturer to act as a general agent
for another, or to permit any Venturer to bind another other than as
set forth in this Agreement, or to borrow money on behalf of another
Venturer, or to use the credit of any Venturer for any purpose.
Notwithstanding, WRIO shall give VolUM the right of first refusal to
manufacture, assuming specifications, quality, delivery and cost
targets are met, any equipment or accessory used by WRIO in the
business of the Joint Venture, and to provide communications services
over the WRIO Network.
11. Neither this Agreement nor any interest in the Joint Venture may be
assigned, pledged, transferred or hypothecated without the prior
written consent of the Joint Venturers hereto except to their
respective related companies.
12. This Agreement shall be governed by and interpreted under the laws of
the State of Texas, USA. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the
International Arbitration Association and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
13. Any and all notices to be given pursuant to or under this Agreement
shall be sent to the party to whom the notice is addressed at the
address of the Venturer maintained by the Joint Venture and shall be
sent Certified Mail, Return Receipt Requested.
14. The costs related to the preparation and stamping of this Agreement
shall be paid by the Venture Managers out of the capital of CDW.
15. This Agreement constitutes the entire agreement between Joint Venturers
pertaining to the subject matter contained in it, and supersedes all
prior and contemporaneous agreements, representations, warranties and
understandings of the parties. No supplement, modification or amendment
of this Agreement shall be binding unless executed in writing by all
the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether similar or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless in
writing signed by the party making the waiver.
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The parties hereto, intending to be bound, have signed this Agreement as of the
date and year first above written.
WRIO Corporation By: /s/ D. Xxxxxx Xxxxx
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Name: D. Xxxxxx Xxxxx
Title: President
VoIUM Technologies Ltd By: /s/ Hin Hiong Khoo
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Name: Hin Hiong Khoo
Title: Managing Director
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