Exhibit 99.3
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into
as of this 15th day of September, 2003, by and between Showintel Networks, Inc,
(dba Limelight Media Group, Inc.) (hereinafter "LMG") and Pot O' Gold
Productions, Inc. (hereinafter "POG").
ARTICLE I
GENERAL PROVISIONS
1.01 Business Purpose. The business of this Agreement is the
development and marketing of a digital content and interactive media
system in various industries. LMG will primarily focus on the
installation, maintenance and management of the various technologies.
POG will primarily focus on the marketing of the various revenue
opportunities that present themselves on the installed systems. Both
companies believe that by joining the respective businesses in this
Venture that accelerated growth and market penetration will be possible
as well as cost savings from streamlining operations and removal of
redundant operations.
1.02 Term of the Agreement. This Joint Venture shall commence on the
date first above written and shall continue in existence until
terminated, liquidated, or dissolved by law or as hereinafter provided.
1.03 The Joint Venture will form a new company to perform the duties of
the Joint Venture. The Structure of the new company shall be a LLC with
a Tennessee domicile. The LLC partners will be Limelight Media and Pot
O' Gold Productions. The name of the newco will be determined equally
by the Venturers.
ARTICLE II
GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in
this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control of such entity.
2.02 Capital Contribution(s). The capital contribution to the Joint
Venture actually made by the parties, which may include property, cash,
contracts and any additional capital contributions made.
2.03 Profits and Losses. Any income or loss of the Joint Venture for
federal income tax purposes determined by the Joint Venture's fiscal
year, including, without limitation, each item of Joint Venture income,
gain, loss or deduction.
ARTICLE III
OBLIGATIONS OF THE JOINT VENTURERS
Xxxxxx Xxxxx, as a representative of POG, and Xxxxx Xxxx, as a
representative of LMG, are equally responsible for all operations of the Joint
Venture and will be compensated for providing various services. However, Xxxxx
Xxxx, a representative of LMG will act as the general manager and have final
authority over all decisions.
ARTICLE IV
ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof and ending on
the termination of the business of the Joint Venture, all profits,
losses and other allocations to the Joint Venture shall be allocated as
follows at the conclusion of each fiscal year:
Limelight Media Group, Inc. 50%
Pot O' Gold Productions, Inc 50%
ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. Xxxxx Xxxx, a representative of
LMG, shall have full, exclusive and complete authority and discretion
in the management and control of the business of the Joint Venture for
the purposes herein stated and shall make all decisions affecting the
business of the Joint Venture. As such, any action taken shall
constitute the act of, and serve to bind, the Joint Venture. Specific
duties of the LLC partners are as follows:
1. Xxxxx Xxxx shall manage and control the network and technology
affairs of the Joint Venture to the best of it's ability and
shall use its best efforts to carry out the business of the
Joint Venture. This includes providing all equipment necessary
for installation of the digital signage and interactive client
technologies.
2. Xxxxxx Xxxxx shall be responsible for the marketing of all
media space on the system as well as media development for the
Joint Venture to the best of its ability and shall use it's
best efforts to carry out the business of the Joint Venture.
3. The Joint Venture will determine the best method to install
slide equipment for any projects.
ARTICLE VI
AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this
Agreement may be engaged to perform services for the Joint Venture. The validity
of any transactionagreement or payment involving the Joint Venture and any
Affiliates of the parties to this Agreement otherwise permitted by the terms of
this Agreement shall not be affected by reason of the relationship between them
and such Affiliates or the approval of said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to
this Agreement and their respective Affiliates may have interests in businesses
other than the Joint Venture business. The Joint Venture shall not have the
right to the income or proceeds derived from such other business interests and,
even if they are competitive with the Partnership business, such business
interests shall not be deemed wrongful or improper.
ARTICLE VII
PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by the Joint Venture.
ARTICLE VIII
INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for
any loss suffered which arises out of any action or inaction if, in good faith,
it is determined that such course of conduct was in the best interests of the
Joint Venture and such course of conduct did not constitute negligence or
misconduct. The parties to this Agreement shall each be indemnified by the other
against losses, judgments, liabilities, expenses and amounts paid in settlement
of any claims sustained by it in connection with the Joint Venture.
ARTICLE IX
DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be
dissolved upon the happening of any of the following events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a
Chapter of the Federal Bankruptcy Act, withdrawal, removal or
insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Joint Venture assets which includes the
acquisition of Pot O' Gold Productions by Limelight Media Group, Inc.,
if consummated.
(c) Mutual agreement of the parties.
ARTICLE X
ADVANCEMENT OF AGREEMENT
It is the intent of the parties that this agreement shall proceed to a
negotiation for the complete acquisition of all of POG assets. Requirements
necessary for the acquisition include but are not limited the following items.
Negotiation of the intended Letter of Intent shall commence upon the execution
of this Joint Venture. If terms of an LOI can be mutually agreed upon, and an
acquisition is completed, POG shall become a wholly owned subsidiary of LMG,
subject to the negotiated terms Xxxxxx Xxxxx shall remain as senior officer of
POG subject to an employment agreement.
Elements to Activate Letter of Intent:
1. Successful deployment of 2 projects regardless of the industry or size
of project.
2. Realization of $200,000 per month in gross sales generated continuously
for 6 months by the Joint Venture or a collective $1,200,000 in revenue
over the same 6 months.
ARTICLE XI
MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books
and records at its place of business, setting forth a true and accurate
account of all business transactions arising out of and in connection
with the conduct of the Joint Venture.
10.02 Validity. In the event that any provision of this Agreement shall
be held to be invalid, the same shall not affect in any respect
whatsoever the validity of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to
the subject matter hereof, and there are no agreements, understandings,
restrictions or warranties among the parties other than those set forth
herein provided for.
10.04 Assignability. This Agreement may be assigned by either party to
an Affiliate without the prior consent of the other party.
10.05 Headings. The headings, titles and subtitles used in this
Agreement are for ease of reference only and shall not control or
affect the meaning or construction of any provision hereof.
10.06 Notices. Except as may be otherwise specifically provided in this
Agreement, all notices required or permitted hereunder shall be in
writing and shall be deemed to be delivered when deposited in the
United States mail, postage prepaid, certified or registered mail,
return receipt requested, addressed to the parties at their respective
addresses set forth in this Agreement or at such other addresses as may
be subsequently specified by written notice.
10.07 Applicable Law and Venue. This Agreement shall be construed and
enforced under the laws of the State of Tennessee.
10.08 Other Instruments. The parties hereto covenant and agree that
they will execute each such other and further instruments and documents
as are or may become reasonably necessary or convenient to effectuate
and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
On behalf of:
------------------------- -------------------------
By: _____________________ By: _____________________
Its: ____________________ Its: ____________________
