EXHIBIT 10.23
GENESIS LATIN AMERICAN VENTURES,
A LIMITED LIABILITY PARTNERSHIP
1. PREAMBLE: GENESIS TECHNOLOGY GROUP, INC. (GTEC) a publicly-trade company
incorporated in the State of Florida, and GLOBAL BOARDROOM SOLUTIONS, INC.
(GBS), a division of Custage International, Inc., a private company duly
registered and incorporated in accordance with the laws of Florida, agree
to formulate a new business entity. This newly-formed Limited Liability
Partnership, established in the State of Florida, shall be known as GENESIS
LATIN AMERICAN VENTURES (GLAV), unless its Board of Directors (see
Paragraph 5 below) decides a more appropriate name may be required to
conduct business effectively in the Latin American countries, focus of the
partnership.
2. OWNERSHIP: GLAV shall be owned fifty-one percent (51%) by GTEC and
forty-nine percent (49%) by GBS. Neither party may sell all or any part of
its interest in GLAV without first offering it, under the same terms and
conditions, to the existing partner.
3. CAPITALIZATION: For initial working capital, GTEC shall contribute $12,750,
and GBS shall contribute $12,250 to a Citibank bank account established for
GLAV. All checks and withdrawals will require two signatures, one from GTEC
and one from GBS. Additional contributions may be requested by the Board of
Directors and shall be made on an as-needed, pro rata basis.
4. USE OF PROCEEDS: The initial funding will be utilized to develop the GLAV
business strategy in bridging Chinese and Latin American interests. Such
anticipated expenses include travel, marketing, legal and accounting, etc.
In each case, the Board of Directors must approve such expenditures above
$500 per charge. Positive cash flow can determine future salaried
positions, but contributed capital by both parties is not for purposes of
paying salaries.
5. OFFICERS AND DIRECTORS:
The officers are responsible for the day-to-day operation of GLAV. The
inaugural slate of officers shall include--
Chief Executive Officer: Xx. Xxxxxx Xxxxxxx
President: Dr. Xxxxx Xxxx
Executive Vice President: Xx. Xxxx (Xxx) Xxxxx
Secretary: Mrs. Xxx Xxx XxxXxxxx
Treasurer: Xx. Xxxxxxx X. Xxxxxxx
The Board of Directors is the supreme and final authority for all decisions
and business activities related to GLAV. The inaugural slate of directors
shall include--
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Chairman: Xx. Xxxxxx Xxxxxxx (GBS)
Director: Xx. Xxxx (Xxx) Xxxxx (GBS)
Director: Dr. Xxxxx Xxxx (GTEC)
Director: Xx. Xxxx X. Xxxxxxx (GTEC)
Director: TBD (Independent)
6. DISTRIBUTION OF GROSS REVENUES AND NET PROFITS:
a) Revenues from all GLAV contracts will flow to Genesis as the majority
owner of GLAV. Business development and contract management expenses
will be paid initially by capital contributions from the joint venture
partners. As contract revenue is generated, contract management
expenses will be paid from revenues on a contract specific basis. Each
partner will incur costs responsibly and frugally, especially during
the start-up phase when no revenues are available to pay these costs.
b) Contracts are expected to present unique challenges to close and
manage. The up front as well as the ongoing mix of efforts required to
identify prospects, sell the proposition, secure the contract
initially and subsequent contract renewals, obtain, train and motivate
an adequate distribution network, provide working capital and credit,
manage all relationships, optimize earnings and insure a successful
endeavor for all involved parties will vary for each contract.
Therefore, the allocation of the net profitability of each contract
will be decided individually for each contract.
c) Initially, 30% of each contract's profits will be allocated per
ownership, currently 51% to Genesis and 49% to GBS. The balance of 70%
will be allocated based upon the partners' contributions in accordance
with mutual agreement and confirmation of the Board of Directors. If
contributions change, which may occur during the life of a contract,
the profit allocation may be changed to reflect a new situation.
7. OPTIONS PROGRAM FOR GBS EXECUTIVES:
GBS shall be entitled to receive three common stock share of GTEC in the
form of options, with a strike price of thirty US cents (USD 0.30), for
every US dollar of revenue, cash flow or other measurement that the Parties
agree upon, that GLAV earns and flows as certifiable revenues to GTEC.
These options will have an expiration date 24 months from the date of
issuance.
9. MISCELLANEOUS
a) It is contemplated that the Parties shall be required to exchange,
disclose and transfer to each other certain documents, information,
samples and other materials in whatever medium, which are of a
confidential nature (hereinafter "Confidential Materials") in the
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course of their respective performances Services. To the extent
Confidential Materials are disclosed and/or transferred hereunder the
Parties hereby acknowledge and accept their confidential nature and
agree not to challenge their confidential status and further warrant
for themselves and on behalf of their respective directors, employees,
representatives and agents, to keep and maintain such Confidential
Materials, in so far as clearly marked as such, as confidential. At a
minimum, the Parties agree to exert no less effort to keep and
maintain the confidential status of such Confidential Materials than
they currently employ in protecting their own Confidential Materials.
The Parties covenant and agree to use and employ such Confidential
Materials only as expressed herein and only in so far as may be
absolutely necessary for their performance Services, or as may be
otherwise authorized in writing by the Company transmitting such
Confidential Materials. In order to insure the protection of such
Confidential Materials, the Parties agree to employ Confidentiality
Agreements with individuals serving as directors, employees, agents
and representatives, which contain provisions no less stringent than
those contained herein with respect to confidentiality. Additionally,
the Parties agree to employ Confidentiality Agreements with any
prospects or clients that either Party may speak with in the course of
their respective performances Services. As GTEC is a public company
(OTCBB: GTEC), it is imperative that all Parties keep information
confidential and refrain from distributing news of contracts or
related information prior to GTEC's disseminating such news publicly
and/or to all its shareholders.
b) In case of, any dispute or matter arising between Parties connected
with this Agreement, the Parties hereby agree to make their best
efforts to solve the matter by internal means. Should for any reasons,
Parties cannot solve the relevant dispute, then and only then, the
Party shall transfer the relevant dispute to the Commercial Dispute
Resolution Center of the Americas for its irrevocable decision for
binding arbitration before a single arbitrator, chosen by the
Commercial Dispute Resolution Center of the Americas board. Such
arbitrator shall preside over the arbitration proceeding according to
the procedures established by the Chamber of Commerce for such
matters. The parties also acknowledge not to appeal against the
arbitration judgment procedure.
c) The Parties agree that no Party shall be responsible in any manner
whatsoever to a third party with respect to any damage, loss, deficit
or shortage caused to them directly or indirectly, due to any act or
omission by any of the other Parties.
d) In case that one party, for any reason, fails to serve a Joint
Project, the other party shall be entitled to deduct any payment or
expenses made to cover the failure, from all remuneration or income
due, without effect on other legal rights given by law.
e) This Agreement shall be binding upon, the successors, administrators
and assigns of the parties hereto.
f) The failure of the party to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such
provision or of any other provision hereof.
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g) The preamble to this Agreement constitutes an integral part of this
Agreement. The headings to this Agreement are included for purposes of
convenience only and shall not affect the construction or
interpretation of any of its provisions.
h) This Agreement may be executed in any number of counterparts with the
same effect as if the parties had all executed the same document. All
counterparts shall be construed together and shall constitute one and
the same agreement, and to act honestly, in good faith, reliability
and trust vis-a-vis the other party.
i) The parties shall maintain complete confidentiality with regard to all
issue concerning this agreement or its execution, which shall include,
inter alia, any information, which may be conveyed in the process of
rendering the services. GTEC may issue official press releases related
to this contract and resultant business as it sees fit, but with the
input and approval of GBS.
j) All notices required or permitted to be given in this Agreement shall
be in writing and shall be personally delivered, sent via facsimile or
mail to the party to whom notice is to be given, by first class mail,
registered or certified postage prepaid and properly addressed to the
addressees set forth below. Such notice shall be deemed to be duly
given or made upon actual delivery, if personally delivered; 2 (two)
days after delivery to any overnight courier service, fee prepaid; 1
(one) day after transmission via facsimile; or 5 (five) days after
deposit with the US Postal Service as registered or certified mail,
postage prepaid. Any party may change their address for purposes
hereof by giving the other party written notice of the new address in
the manner set forth above.
GTEC at 000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Email: xxxxxxxx@xxxxxxx-xxxxxxxxxx.xxx
GBS at 0000 Xxxxxxxxx 00xx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxx 00000
Telephone: 000-000-0000
Email: Xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
k) Attorney Fees: If any legal action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable
attorney fees, costs and expenses. The official jurisdiction of this
Agreement and any related issues is Palm Beach County, Florida, United
States of America; the choice of law would be the substantive laws of
the State of Florida.
l) Each Party argues that it will conduct its business and any activities
related to a Joint Project in accordance with the applicable laws of
the United States and any
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relevant county or jurisdiction. Each Party will defend and indemnify
the other for any violations of the foregoing clause by the
indemnifying Party.
m) Intellectual Property: All rights, including without limitation
copyright in any reports, surveys, marketing promotional and
collateral materials prepared by the Parties that are specific to a
Joint Project belong to both Parties of this Agreement. Both Parties
are entitled as author to the copyright and all other rights therein,
throughout the world, including, but not limited to, the right to make
such changes therein and such uses thereof, as it may determine in its
sole and absolute discretion.
n) Complete Agreement: This Agreement together with all exhibits,
appendices or other attachments, which are incorporated herein by
reference, is the sole and entire Agreement between the parties. This
Agreement supersedes all prior understandings, agreements and
documentation relating to such subject matter; specifically, this
Agreement replaces the Collaboration Agreement between GTEC and GBS
executed in January 2004. In the event of a conflict between the
provisions of the main body of the Agreement and any attached
exhibits, appendices or other materials, the Agreement shall take
precedence. Modifications and amendments to this Agreement, including
any exhibit or appendix hereto, shall be enforceable only if they are
in writing and are signed by authorized representatives of both
parties.
10. EFFECTIVE DATE: For all business activities related to GLAV, the official
effective date shall be Tuesday, June, 1, 2004.
IN WITNESS WHEREOF, the Parties hereto have signed this agreement as of the date
herein above set forth:
GENESIS TECHNOLOGY GROUP, INC.
/s/ Xxxx X. Xxxxxxx
-------------------
By: Xxxx X. Xxxxxxx
Title: CEO
GLOBAL BOARDROOM SOLUTIONS, INC.
/s/ Xxxxxx Xxxxxxx
------------------
By: Xxxxxx Xxxxxxx
Title: President
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