EXHIBIT 10.1
JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the "Agreement") is entered into this 9/th/
day of April, 1999, between BDC LLC, a Nevada limited liability company,
("Partner") and WorldQuest Networks, Inc., a Texas corporation ("WQN" and
together with Partner, the Parties).
TERMS OF THE AGREEMENT
WHEREAS, the Parties desire to enter into a joint venture ("JV") to provide
Internet voice and related services at the three Sites (described below); and
WHEREAS, WQN has provided PARTNER with the projections set forth on Exhibit
A with respect to the proposed operations of the JV.
NOW WHEREFORE, the Parties, in exchange for valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, agree to be bound as
follows.
1. Ownership. Each of Partner and WQN shall share in the profits and
losses of the JV on a 60% to WQN and 40% to Partner basis. Distribution of net
cash flow shall be made no less often than quarterly. It is understood that in
the event that WQN elects to lease the equipment necessary to activate these
circuits the lease payments shall be paid from the WQN (60%) portion of the net
income.
2. Installation and Maintenance. At no cost to the JV, WQN shall be
responsible for the following:
(a) Location of sites for circuits in international markets (The
location of the three (3) Sites shall be in Sri Lanka, Costa Rica
and one in India) ("Sites");
(b) The installation of Internet voice terminating equipment
("Equipment") at
the Sites;
(c) 24 hour monitoring and maintenance of the Equipment;
(d) The marketing and sale of the Internet voice termination service
(the "Service");
(e) Administration, including accounting and record keeping, of the
Equipment, Sites and customers; and
(f) Compliance with all applicable, local, state, federal and
international laws and regulations.
3. Reasonable Business Practices. WQN shall employ all reasonable
business practices to manage the enterprise including 1) the selection of the
Sites, 2) the installation and maintenance of the Equipment, 3) the management
of call traffic, and 4) the reporting and accounting of the JV activities to
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the Parties.
4. Capital Contribution Partner agrees to contribute $50,000 upon
execution of this agreement.
5. Operating Expenses. The Parties agree that the JV shall have no
employees, and that, without the unanimous consent of the Parties, JV will incur
no expenses other than the following:
5.1 Carrier, local circuits and termination costs.
5.2. Actual out-of-pocket costs for replacement parts and maintenance
of the Equipment.
5.3. Taxes, fees or assessments imposed on the JV by any federal,
state or governmental authority.
5.4. Actual costs for the preparation of required federal and state
income, use, property and sales tax returns.
5.5. Actual costs for the preparation of quarterly and annual
financial statements.
6. Segregation of Funds. The parties agree that the JV shall establish a
separate bank account (the "JV Account") for the deposit of all funds collected
with respect to the JV funds. The JV's funds shall not be commingled with the
funds of any party or any other third party. In addition, only the payment of
the amounts authorized in Paragraph 5 above and distributions to the parties
shall be made from the JV Account.
7. Reporting. Each Party will receive monthly and annual statements
relative to the activities of the JV and may reasonably request additional
information from time to time as may be necessary.
8. Site Substitution. In the event the right for a local termination at
a Site is lost for any reason, the Parties shall use a reasonable efforts basis
to secure additional rights in that location, or alternatively, may move the
circuit to an alternative location (country) of mutual choice.
9. Delegation of Duties. WQN shall have full, complete and exclusive
authority to manage and control the business affairs and assets of the JV, to
make all decisions regarding those matters and to perform any and all other acts
and activities customary or incident to the management of the JV's business
including, entering into, making and performing contracts, agreements and other
undertakings binding the JV that may be necessary, appropriate or advisable in
the furtherance of the purpose of the JV and acquiring, utilizing for JV
purposes and selling or disposing of any assets of the JV; provided however, WQN
shall not, without the prior written consent of Partner, (a) cause or permit the
JV to dispose or encumber any of its Equipment or other assets, (b) cause or
permit the JV to incur any indebtedness for borrowed money, (c) approve capital
budgets and operating budgets of the JV, (d) cause or permit the JV to be a
party to a merger, conversion, interest exchange or other similar transaction,
(e) cause or permit the JV to cancel, amend or restate or relinquish any
material rights
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under, any material contract or agreement to which the JV is a party, (f)
terminate the JV, (g) add any additional parties to the JV, (h) amend this
Agreement or (i) take any other action which would materially effect Partner's
rights or WQN's obligations hereunder.
10. Miscellaneous Provisions.
10.1. Any notice required or permitted hereunder shall be in writing
and shall be sufficiently given if personally delivered or mailed by certified
or registered mail, return receipt requested, addressed to the address set forth
below each of the Parties signature to this Agreement (or to such other address
as any Party shall specify by written notice so given), and shall be deemed to
have been delivered as of the date so personally delivered or mailed.
10.2. The Parties will at any time, and from time to time after the
Closing Date, upon request of the other Party, execute, acknowledge and deliver
all such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be required to carry out the intent of this
Agreement.
10.3. This Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective heirs, successors, executors,
administrators and assigns. Notwithstanding anything contained in this Agreement
to the contrary, nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the Parties or their respective heirs,
successors, executors, administrators and assigns any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
10.4. This Agreement, together with the Exhibits, Schedules and other
documents contemplated hereby, constitute the final written expression of all of
the agreements between the Parties, and is a complete and exclusive statement of
those terms. It supersedes all understandings and negotiations concerning the
matters specified herein. Any representations, promises, warranties or
statements made by any party that differ in any such way from the terms of this
written Agreement and the Exhibits, Schedules and other documents contemplated
hereby, shall be given no force or effect. The Parties specifically represent,
each to each other, that there are no additional or supplemental agreements
between them related in any way to the matters herein contained unless
specifically included or referred to herein. No additional to or modification of
any provision of this Agreement shall be binding upon any Party unless made in
writing and signed by both Parties.
10.5. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES AGREE THAT ANY DISPUTE WITH
REGARD TO THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE DALLAS COUNTY,
TEXAS DISTRICT COURT.
10.6 This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.
10.7 The Parties may, by written notice to the other, (i) extend the
time for the performance of any of the obligations or other actions of the other
under this Agreement; (ii) waive any inaccuracies in the representations or
warranties of the other contained in this Agreement or in any
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document delivered pursuant to this Agreement; (iii) waive compliance with any
of the conditions or covenants of the other contained in this Agreement; or (iv)
waive performance of any of the obligations of the other under this Agreement.
Except as provided in the preceding sentence, no action taken pursuant to this
Agreement, including without limitation any investigation by or on behalf of any
party, shall be deemed to constitute a waiver by the party taking such action of
compliance with any representations, warranties, covenants or agreements
contained in this Agreement. The waiver by any party hereto of a breach of any
provision hereunder shall not operate or be construed as a waiver of any prior
or subsequent breach of the same or any other provision hereunder.
10.8 If for any reason whatsoever, any one or more of the provisions
of this Agreement shall be held or deemed to be inoperative, unenforceable or
invalid as applied to any particular case or in all cases, such circumstances
shall not have the effect of rendering such provision invalid in any other case
or of rendering any of the other provisions of this Agreement, inoperative,
unenforceable or invalid.
10.9 Neither this Agreement nor any of the Parties' rights hereunder
shall be assignable by any Party hereto without the prior written consent of the
other Parties hereto.
10.10 The Parties expressly agree that each of the Parties may,
during the continuation of the JV, and notwithstanding the existence of this
Agreement, engage in any activities they choose, even if such activities are
competitive with the activities of the JV, without having or incurring any
obligation to offer any interest in such activities to the JV or any of the
Parties hereto. Neither this Agreement nor the activity undertaken pursuant
hereto shall prevent WQN or any of the other Parties hereto, or any affiliate of
WQN or any of such other Parties, from engaging in such activities, or require
WQN, any of the other Parties or any of the affiliates of WQN or the other
Parties to permit the JV or any of the Parties to participate in such
activities, and, as a material part of the consideration for the execution
hereof by the Parties, each of the Parties hereto waives, relinquishes and
renounces any such right or claim of participation.
EXECUTED, this the 9/th/ day of April, 1999.
BDC LLC - Partner WORLDQUEST NETWORKS, INC.
By: /S/ X. XXXXXX XXXXXX By: /S/ XXXXXXX XXXXXX
---------------------- --------------------
E. Xxxxxx Xxxxx Xxxxxxx Xxxxxx
President President
ADDRESS FOR NOTICE ADDRESS FOR NOTICE
PURPOSES: PURPOSES:
0000 Xxxxxxx Xxxxxxx 00000 Xxxxxx Parkway
XX Xxx 00000 Xxxxx 000
Xxxxxxxxx, XX 00000-0000 Xxxxxx, XX 00000
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