JOINT VENTURE AGREEMENT
This Joint Venture Agreement (“Agreement”),
dated this 18th day of February 2013, is by and between Progaming Platforms Corp., a
Delaware corporation, with offices located at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx (the
“Company”), Zenetek LLC a Nevada corporation ("Zenetek"), with offices
located at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 and offshore
location at 00/0/00 Xxxxxx Xxxx Xxxxx Street, Xxxx 00, Xxx Xxxxx Xxxxxxxx, Xxxxxx,
Xxxxxxx. The Company, Zenetek are sometimes hereinafter referred to individually, as a
"Party" and collectively, as the "Parties."
WHEREAS, the Company is engaged in the business of developing an online
gaming platform and entering into agreements with online game service providers in the
United States and elsewhere in order to allow licensees to offer games of skill utilizing
the Company's unique, proprietary platform technology (the "Platform"); and
WHEREAS, Zenetek LLC is a wholly-owned subsidiary of publicly-traded
Anything Media Technologies Inc., with a diversified group of subsidiary companies and
affiliates engaged in the business, among others, of supplying IT infrastructure, social
media implementation, and other related services to companies in SE Asia; and
WHEREAS, the Parties desire to enter into this Agreement pursuant to
which the Company will grant Zenetek the right to represent the Company, on an exclusive
basis, during a period of twelve (12) months ("Term") in China, Singapore,
Taiwan, Vietnam, Hong Kong and Indonesia (the "Territories), utilizing Zenetek's
extensive SE Asian business relationships and contacts for the purposes of entering into
one or more joint ventures ("JV") to market the various applications the
Company's proprietary gaming software technology (the "Platform").
NOW THEREFORE, the Parties, in consideration of the mutual agreements
and promises set forth herein, agree to enter into this Agreement, as follows:
1. Term and Services: The Parties
agree that during the period of twelve (12) months from the date set forth above (the
"Term"), Zenetek shall represent the Company for the following purposes: (i)
facilitating the Company's ability to enter into two or more JVs and/or other transactions
with third parties that generate revenues for the Company ("JV Transactions");
(ii) negotiating JV Transactions that integrate the Company's "state-of-the-art"
multiplayer puzzle game into major social media networks within the Territories; and (iii)
negotiating JV Transactions with gaming companies within the Territories using the
Company's Generic patented GER system.
2. Conditions Subsequent: It
is expressly understood by and between the Parties that in order for Zenetek to retain
their representation rights ("Rights") on an exclusive basis, they must, within
a period of ninety (90) days, prepare and present an operative business plan satisfactory
to the Company (the "Business Plan"), which shall include potential JV partners.
In the event that the Business Plan is not delivered to the Company within the ninety (90)
day period, unless the Company shall waive this condition in writing for some additional
period, this Agreement, at the Company's election, may determine that the Agreement shall
remain in full force and effect, except that the Company shall have the right, in its sole
discretion, to terminate the Rights on an exclusive basis but may continue the Rights on a
non-exclusive basis.
3. Distribution of Revenues: The
Parties hereby agree that net revenues generated from any JV Transaction shall be
distributed thirty-five (35%) percent to the Company and sixty-five (65%) percent to
Zenetek, as they shall determine.
4. Assumption of Costs and Expenses: The Parties
agree that all marketing and related costs and expenses and all engineering costs will be
borne solely by Zenetek, and for which the Company shall have no obligation whatsoever. In
addition, to the extent that Zenetek shall utilize the services of the Company's
engineering and/or other personnel in fulfilling their obligations under this Agreement,
such personnel costs shall be billed by the Company and paid for by Zenetek under separate
subcontracting agreements.
5. Relationship of the Parties. The
relationship between the Company and Zenetek is that of independent contractors of the
other. Zenetek, their officers, directors, employees and agents shall, under no
circumstances, be deemed employees, agents or representatives of the Company, nor shall
the Company, its officers, directors, employees and agents shall, under no circumstances,
be deemed employees, agents or representatives of Zenetek. Neither Party shall have any
right to enter into any contract or commitment in the name of, or on behalf of the other,
or to bind the other in any respect whatsoever without the prior written consent of the
other party.
6. Notices. Any notice required by
this Agreement or given in connection with it, shall be in writing and shall be given to
the appropriate party by personal delivery, email or recognized overnight services such as
Federal Express, as follows:
If to the Company, then to:
Progaming Platforms
Corp.
Attn: Xxxx Xxxx, CEO
1 Xxxxx Xx’ir street
Tel – Aviv
Israel
Email: xxxx_xxxx@xxxxxxx.xxx
If to the Zenetek, then to:
Zenetek LLC.
Attn:Xxxxxxxx To, CEO
00/0/00 Xxxxxx Xxxx
Xxxxx Xxxxxx,
Xxxx 00, Xxx Xxxxx
Xxxxxxxx
Xxxxxx, Xxxxxxx
Email:
xxxxxxxx@xxxxxxx.xxx
7. Confidentiality; Non-Disclosure; Non-Competition:
A. In the performance of the Agreement, each Party and its employees,
agents and representatives may have access to private, confidential and/or proprietary
information owned or controlled by the other Party or Parties relating to equipment,
apparatus, programs, software, plans, drawings, specifications and other data
("Information") and the Information may contain proprietary details and
disclosure. The Parties specifically acknowledge that the Company may, in the course of
this Agreement, be required and/or expected to disclose proprietary Information regarding
its Platform or other Information (the "Company's Proprietary Information"),
which shall remain the exclusive property of the Company. The receiving Party to the
Company's Proprietary Information shall use the utmost degree of care, which in any event
shall not be less that the same degree of care which the receiving Party uses to protect
its own proprietary and confidential Information, to keep, and have its employees, agents
and representatives keep, confidential any and all Company Proprietary Information. In
keeping therewith, any Party receiving the Company's Proprietary Information shall not
copy or publish or disclose it to others, or authorize or permit its employees, agents and
representatives or anyone else to copy or publish or disclose the Company's Proprietary
Information, without the Company's prior written consent, which consent can be withheld
for any or no reason whatsoever, except to the extent of the performance by Kaloca or
Zenetek of its duties and obligations under this Agreement . At the termination or
expiration of this Agreement, Kaloca and Zenetek shall return to the Company all copies of
the Company's Proprietary Information. These non-disclosure obligations will not apply to
the Company's Proprietary Information which: (i) becomes generally know to the public by
publication or disclosure by the Company or by any other means other than a breach of duty
by the disclosing Party; (ii) the subject Information is previously known to the receiving
Party; (iii) the subject Information is a matter of public record; or (iv) the Company's
Proprietary Information is released or ordered to be released pursuant to a judicial or
governmental decree or order.
B. The Parties further acknowledge and agree that in the event of the
breach or threatened breach of the provisions of Section 7.A above, monetary damages may
be either: (i) difficult to ascertain; or (ii) not sufficient to protect the Company. As a
result, the Parties to this Agreement consent to equitable remedies that the Company may
seek, in addition to any monetary damages that may be established and proven by the
Company.
8. Miscellaneous.
A. No Waiver. The waiver or failure of either Party to exercise in any
respect any right provided in this Agreement shall not be deemed a waiver of any other
right or remedy to which the Party may be entitled.
B. Entirety of Agreement. The terms and conditions set forth herein
constitute the entire agreement between the parties and supersede any communications or
previous agreements with respect to the subject matter of this Agreement, with the
understanding of the Parties that any rights hereunder shall be subject to the execution
and delivery of the Agreement.
C. Governing Law. This Agreement shall be construed and enforced
according to the laws of the State of Israel and any dispute under this Agreement must be
brought in this venue and no other.
D. Any dispute arising under this Agreement shall be subject to and
settled by binding arbitration, to be held in Tel Aviv, Israel, according to the
applicable arbitration rules and regulations then in force in Israel.
E. Headings. The headings in this Agreement are for convenience only,
confirm no rights or obligations in either party, and do not alter any terms of this
Agreement.
In Witness Whereof, the Parties have executed this Agreement as of the
date first written above.
PROGAMING PLATFORMS CORP. ZENETEK LLC.
By: /s/ Xxxx Xxxx
By: /s/ Xxxxxxxx To
Xxxx Xxxx, Chief Executive Officer
Xxxxxxxx To, Chief
Executive Officer
