JULY 19, 2004
International Sports and Media Group (ISME), a Nevada Corporation
- and -
American IDC Corp (ACNI) a ________ Corporation.
____________________________________________________________________________
JOINT VENTURE AGREEMENT
For ISME to assist American IDC Corp to get various sports and entertainment
projects for the ETV/ISMG joint venture
____________________________________________________________________________
THIS JOINT VENTURE AGREEMENT is made the 19th day of July 2004
BETWEEN
(1) INTERNATIONAL SPORTS AND MEDIA GROUP AND (the "Marketer").
(2) AMERICAN IDC CORP (the "Group").
INTRODUCTION
(A) The Marketer is a company incorporated in Nevada, USA and is publicly
traded under the OTC:BB under ticker ISME and carries on the business of sports
marketing and media related operations worldwide.
(B) The Group is a public company under ticker symbol ACNI, which focuses on
all facets of media and broadcasting related to the Internet
(C) The Group has agreed to enter into a marketing agreement with the
Marketer to enhance the operations by signing potential clients to broadcasting
agreements with the Group from sports teams, to film, which include both video
libraries and live streaming rights. The Marketer will help build the revenues
of the operations in North America, Europe and Asia by meeting with its existing
marketing network of top professional soccer teams and leagues, channels and
entertainment groups including contacting potential sponsors for the
broadcasting rights. This deal is subject to the terms and conditions set out in
this agreement.
AGREED TERMS
1. MARKETING
1.1 The Group as beneficial owner of the online broadcasting operations and
technology hereby agrees to contract and the Marketer hereby agrees to perform
the following services:
(a) The Marketer will assist in getting potential clients for the Joint
Venture Group. This will primarily include using the Marketers networks with
soccer teams, Federations, sports TV networks, as well as Bollywood India film
companies to obtain rights for both video libraries and streaming footage
(b) All deals signed will be on a case-by-case basis including
financial terms and will be agreed upon prior to signing by both parties. The
contracts will be signed directly by both the Marketer and the Group with the
Channel, Team or League. It is understood by both parties these rights have a
cost and they will be obtained for a combination of percentage of profits and or
a cash amount. Regardless of compensation needing to be paid, both parties will
agree to the price and how it will be financed through stock, percentages,
sponsorship or cash consideration.
2. MARKETING CONSIDERATION
2.1 The Marketer shall receive fifty percent (50%) of all gross revenues on
all the projects that involve sports and entertainment including soccer teams,
American sports teams and Bollywood media. Payments shall be paid on a monthly
basis, within a five (5) day period from the ending date of recorded profits
relating to the assets. As each party will pay their own expenses associated to
technology and in ISMG's case, meetings, travel, etc, the revenues split will be
direct 50 percent for each group only subtracting the costs associated with the
acquisition of the rights.
2.2.1 Each party to this agreement shall be responsible for their respective
tax implications that may or may not be the result of this agreement not limited
to Income Tax, Employment Tax, Capital Gains tax, Excise Tax, and Withholding
Tax.
3. BOOKS OF ACCOUNT
The Marketer shall at all reasonable times have access to all books of
account and records of and relating to the revenues and expenses under this
agreement.
4. TERM
The term of this agreement shall be for a period of five (5) years. All
contracts signed during the period of this agreement and revenues accrued as a
result of these contracts outside the to year term will continue to be shared as
agreed in point 2.1.
5. MISCELLANEOUS
5.1 No term or provision of this agreement shall be varied or modified by
any prior or subsequent statement, conduct or act of any party, except that
hereafter the parties may amend this agreement only by letter or written
instrument signed by all of the parties.
5.2 The headings to the clauses and any underlining in this agreement and in
the schedules are for ease of reference only and shall not form any part of this
agreement for the purposes of construction.
5.3 The agreement sets out the entire agreement and understanding between
the parties in connection with the sale and purchase of the Assets.
5.4 If at any time any term or provision in this agreement shall be held to
be illegal, invalid or unenforceable, in whole or in part, under any rule of law
or enactment, such term or provision or part shall to that extent be deemed not
to form part of this agreement, but the enforceability of the remainder of this
agreement shall not be affected.
6. LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California, determined without regard to
provisions of conflicts of laws. Each of the parties hereto irrevocably
consents to the exclusive jurisdiction of the state and federal courts located
in San Diego County in the State of California in any and all actions between or
among any of the parties hereto, whether arising hereunder or otherwise. Venue
for any action arising hereunder shall lie exclusively in San Diego County,
California. Each party hereto acknowledges and agrees that any pleadings,
documents or service of process in any legal action shall be deemed properly and
lawfully served if delivered to the applicable party in accordance with the
notice provision set forth herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
written above.
SIGNED
For and on behalf of
International Sports and Media Group
/s/ Xxx Xxxxxx
______________________________
By Xxx Xxxxxx
A director duly authorized:
SIGNED
For and on behalf of
AMERICAN IDC CORP
/s/ Xxxxxx Xxx
______________________________
By Xxxxxx Xxx
A director duly authorised
