Exhibit 10.8
Joint Venture Agreement with CPNM
24
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT, entered into this 25 day of NOV, 1996 is by and
between the following corporations, collectively referred to herein as "the
partners",
INTERACTIVE PROCESSING, INC., (referred to as "IP"), a NEVADA corporation with
offices at #0000 - 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX X0X 0X0; and
CABLE/PRINT NETWORK MARKETING, INC., (referred to as "CPNM"), a Pennsylvania
corporation with offices in Xxxxx 000, Xxxxxxxx Xxx Xxxxxxxx, Xxxxxxxxxx, XX
00000.
WHEREAS CPNM has developed proprietary multi-media marketing programs and is
skilled and experienced in the use of a variety of promotional, direct and
targeted marketing methods;
WHEREAS ____ is skilled and experienced in the manufacture of the
products/services listed in Exhibit "B" which is attached hereto and herewith
made part of this agreement;
WHEREAS the parties desire to enter into an agreement to form a Joint Venture
with the purpose of utilizing CPNM's Multi Media Marketing methods as to be
mutually agreed and listed in "Exhibit A";
NOW THEREFORE, in consideration of the foregoing and the mutual promises
contained herein, the parties, intending to be legally bound, agree as follows:
ARTICLE I
FORMATION
1.1 FORMATION & OWNERSHIP. The partners hereby form a Joint Venture to
implement the business as set forth herein. The Joint Venture shall be
a Delaware corporation.
1.2 NAME OF JOINT VENTURE. The name of the Joint Venture shall be _______.
1.3 TERM. The Joint Venture shall commence as of the date hereof and remain
in full force and effect until terminated by the parties in accordance
with the terms of this Agreement.
1.4 INITIAL CAPITALIZATION. Agrees to AID CPNM to secure investors or
sponsors for the initial marketing, in the amount of [marked out].
These funds will be placed into a checking account to be set up by the
Joint Venture. This initial capitalization and CPNM's marketing
management services are to be used for Multi Media Marketing tests as
mutually agreed to by the Partners, as listed in Exhibit "A". Full roll
out of CPNM's Multi Media Marketing will be funded by revenues from
test sales, and/or from mutually agreed to subsequent
from test sales, and/or from mutually agreed to subsequent
capitalization.
1.5 INSPECTION. The books and records of the Joint Venture, to be
maintained by CPNM on behalf of the Joint Venture, shall be available
for inspection by the partners upon reasonable notice to CPNM.
Inspection shall take place at the offices of CPNM during normal
business hours.
1.6 CPNM shall maintain the checking account following the initial
capitalization and subsequent capitalization. All revenues generated by
the Joint Venture shall be deposited into a Joint Venture checking
account. Monthly balance reports shall be submitted to the Joint
Venture Partner.
1.7 ACCOUNTING. The accounts of the Joint Venture shall be maintained by
CPNM and audited by Xxxxx, Xxxxx & Xxxxxx, an independent Certified
Public Accountancy, who shall prepare all necessary tax returns and
financial statements.
1.8 The Joint Venture shall be managed by a board of directors consisting
of the signatories of this Agreement and optionally, one nominee each.
The directors shall mutually agree on the budget for Exhibit "A",
selection of officers and all other discretionary matters.
1.9 OFFICES. The Joint Venture shall maintain offices at the following
places, unless otherwise agreed by the parties from time to time.
a. 000 Xxxxxxxx Xxx Xxxxxxxx, Xxxxxxxxxx, XX 00000, Phone -
000-000-0000, Fax - 215-887- 7076.
b. #0000 - 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX, Phone
000-000-0000, Fax 000 000 0000.
1.10 RESTRICTION ON SALE. Each of the partners covenants and agrees that it
shall not mortgage, pledge, sell, assign, hypothecate or otherwise
encumber, transfer or permit to be transferred in any manner or by any
means whatsoever, whether voluntarily or by operation of law all or any
part of its Joint Venture interest or withdraw from the Joint Venture,
except as set forth in this Agreement.
1.11 ALLOCATION OF PROFIT & LOSS. All profit and loss of the Joint Venture
shall be allocated equally to the Partners after the cost of
products/services to be marketed and multi media expenditures as
mutually agreed, on a quarterly basis.
1.12 NON-ENCUMBRANCE. Each of the partners covenants and agrees that it
shall not obligate the other to any third party without written notice
to the other.
ARTICLE II
PARTNER'S OBLIGATIONS & RESPONSIBILITIES
2.1 IP's responsibilities and obligations shall include but not be limited
to:
To sell at negotiated prices which will not exceed the price charged to
IP's most favored client, to the Joint Venture sufficient quantities of
its products as the Joint Venture may agree to market to be paid out of
sales receipts of the Joint Venture.
2.2 CPNM's responsibilities and obligations shall include but not be
limited to:
Management of the marketing strategies and plans (listed in Exhibit
"A"), the implementation of which and budgeting for which are subject
to the approval of the Joint Venture partners.
ARTICLE III
INTELLECTUAL PROPERTY
3.1 COPYRIGHTS, PATENTS & TRADEMARKS
a. Any and all patents, trademarks or copyrights which the Joint
Venture may be entitled to register under state or federal law
shall be registered in the name of the Joint Venture.
b. All pre-existing Trademarks of the Partners shall remain their
respective property.
3.2 CUSTOMER LISTS. All customer lists developed by the Joint Venture will
be the property of the Joint Venture. CPNM will use its expertise and
be responsible for the marketing of the lists on behalf of the Joint
Venture.
3.3 WARRANTY/INDEMNIFICATION. The parties to this Agreement do hereby
warrant and covenant for itself that its undertaking hereunder does not
infringe or interfere with any intellectual property or other contract
rights of third parties, and each shall indemnify, save and hold the
other party harmless, including cost of defense, from any suit, demand,
claim, liability, or proceeding founded on such third party's claim or
settlement.
ARTICLE IV
TERMINATION
4.1 In the case of any unresolved breach of this Agreement by either party,
and after conformance with the cure provisions as defined in ARTICLE V,
Sub-Section 5.2, Sub-Paragraph thereafter, either party may declare
this Agreement terminated as to any further business to
which the Joint Venture is not already obligated. Upon termination, the
assets of the Joint Venture, after retirement of all Joint Venture
obligations, shall be divided equally between the partners. The
partners agree that any obligations, financial or otherwise, to third
parties will be satisfied prior to the dissolution of the Joint Venture
and that each partner will fulfill its such obligations prior to such
dissolution.
4.2 At any time during or subsequent to the termination of this Joint
Venture as provided herein or otherwise, IP will not utilize any of
CPNM's Multi Media Marketing techniques and materials or any parts
thereof without the expressed written permission of CPNM.
ARTICLE V
MISCELLANEOUS PROVISIONS
5.1 EXECUTION OF OTHER DOCUMENTS. The parties will execute and deliver all
documents and instruments which are reasonably necessary to carry out
the terms of this Agreement.
5.2 MISCELLANEOUS.
a. This Agreement represents the entire agreement between the
parties and shall not be changed orally. There are no other
contemporaneous oral agreements.
b. This Agreement shall inure to the benefit of the parties
together with their successors and assigns.
c. If any portion of this Agreement is struck down or declared
unenforceable by a court of competent jurisdiction, it shall
not affect the other provisions of this Agreement.
d. The waiver by either party of any right hereunder shall not
constitute a waiver of any other rights, nor shall the waiver
of any right in an instance constitute the waiver of such
right on-going.
e. Any and all disputes arising under or related to this
Agreement shall be submitted to binding arbitration before the
American Arbitration Association, in accordance with the rules
and regulations then in effect. Any award may be entered by
either party as a judgment or decree in any court of competent
jurisdiction and enforced accordingly. The parties shall share
equally any AAA fees incurred by either party in connection
with any dispute. Any such arbitration shall take place in
Xxxxxxxxxx County, Pennsylvania. Any dispute under this
Agreement shall be governed by Pennsylvania law.
f. Neither party shall enforce an alleged breach of any provision
of this Agreement clearly without first giving the other party
written notice, clearly specifying the nature
of such alleged breach, and an opportunity to cure said
alleged breach within THIRTY (30) DAYS of receipt by certified
mail of such notice.
g. All signatories to this Agreement hereby represent and warrant
that they have the requisite authority to enter into this
transaction, and that the entity which they represent has
complied with all necessary formalities under all applicable
bylaws or agreements, as well as all applicable state laws and
regulations.
h. EACH PARTNER AGREES THAT THE OTHER SHALL AT ALL TIMES BE FREE
TO ENGAGE IN ANY OTHER BUSINESS ACTIVITIES.
NOVEMBER 25, 1996 /S/ XXXXXXX XXXXXXXXX
DATE NAME - for Interactive Processing, Inc.
Xxxxxxx Xxxxxxxxx President & CEO
/S/ XXXXX X. XXXX
DATE Xxxxx X. Xxxx - for CPNM, Inc.
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