JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement") is hereby entered
into between World Shopping Network, Inc., a Delaware corporation
("World") and Preferred Dental Plan, a California corporation,
("Preferred") on the following terms and conditions:
WHEREAS Preferred has the experience, the relationships, the
services, the products and authority to provide World with the
Dental Insurance product and services necessary for World to
create an internet presence for specific current off-line products
listed below for California residents; (hereinafter referred to as
the "product/service");
WHEREAS World desires to further market the product/service,
develop, manage, host and maintain the website for the
product/service and drive traffic to the website;
NOW, THEREFORE, in consideration of the mutual covenants and
promises set forth herein, the parties hereby agree as follows:
1. Type of Business. World and Preferred shall associate to
form a Joint Venture to develop, market and manage an online
program for the product/service and actively undertake marketing
efforts in accordance with the Agreement, as well as any other
business agreed upon by the Joint Venture. This Agreement is
separate and distinct from any website owned or later developed
by Preferred for Preferred products other than those contemplated
by this Agreement.
2. Ownership of Venture Property. The beneficial interest of
each party in the product/service, unless changed pursuant to the
terms of this Agreement, shall be shared equally (50/50) and is
therefore owned jointly by World and Preferred.
3. Distribution of Payment. Preferred currently has an
operating business that is derived completely outside of the
internet. This Agreement is intended to develop an internet
presence and to that effect, World is only entitled to
compensation for internet subscriptions from the website created
by World for Preferred. Furthermore, the only plans that will be
offered on the website will be CA-90 and CA-50. CA-90 will be
sold on the website at six ($6) dollars per month and Preferred
shall receive two ($2) dollars for each subscription and World
shall receive four ($4) dollars for each subscription. Under CA-
50, the single coverage option is fourteen dollars and twenty-
eight cents ($14.28) per month, the two party coverage option is
twenty-three dollars and eighty-seven cents ($23.87) per month
and the family coverage option is thirty dollars and ninety-eight
cents ($30.98) per month. Preferred shall receive eleven dollars
and twenty-eight cents ($11.28) per month, twenty-dollars and
twenty-eight cents ($20.28) per month and twenty-six dollars and
thirty-two cents ($26.32) per month for the three CA-50 plans,
respectively. World shall receive three dollars ($3.00) per
month, three dollars and fifty-nine cents ($3.59) per month and
four dollars and sixty-three cents ($4.63) per month for the
three CA-50 plans, respectively. Payments will be collected
throughout the calendar month and paid to World within fifteen
(15) days of the end of the preceding month. Preferred reserves
the right to change the prices of the plan as necessary, with the
understanding that, in the event that there is a change, World
will continue to be compensated according to the same pro-rata
percentage as in this Agreement.
4. Duties of Preferred. The duties of Preferred shall be as
follows: To accurately and rapidly provide to World all
information, licenses, agreements, products and services
necessary to completely incorporate the product/service into the
anticipated internet format on the website created by World and
hosted on World's Shopping Mall, provide benefits to the
individuals and/or families that subscribe through World to
Preferred and to promptly pay to World monies owed to World as
collected from the website. Furthermore, Preferred agrees that
during the term of this Joint Venture, it will not create a
website to compete with the website that World creates for
Preferred.
5. Duties of World. The duties of World shall be as follows:
To actively undertake marketing efforts of the product/service;
(b) To actively undertake management and development
of the website and the product/service contained therein; and
(c) To create a website that is agreeable to Preferred
and host and maintain that website. World will not make any
changes to the website without prior approval of Preferred.
6. Joint Venture Term. The Joint Venture shall commence on the
execution of this Agreement and shall continue until dissolved by
agreement of the Parties, terminated under the provisions of this
Agreement or one (1) year, whichever comes first. The Parties
hereby agree that in the event that this Agreement is not
dissolved or terminated under the provisions of this Agreement,
at the end of each subsequent one-year term period, there will be
an automatic renewal for another year.
7. Confidential Information.
(a) Acknowledgment of Confidentiality. World hereby
acknowledges that it has or may be exposed to confidential and
proprietary information of Preferred including, without
limitation, the Product and/or Service, other technical
information (including functional and technical specifications,
designs, drawings, analysis, research, customer lists, ideas,
"know how", and the like), business information (sales and
marketing research, materials, plans, accounting and financial
information, personnel records and the like), and other
information designated as confidential expressly or by the
circumstances in which it is provided ("Confidential
Information"). Confidential Information does not include (i)
information already known or independently developed by World
outside the scope of this Agreement, (ii) information in the
public domain through no wrongful act of World, or (iii)
information received by World outside the scope of this Agreement
from a third party who was free to disclose it.
(b) Covenant Not to Disclose. Preferred hereby agrees that
during the Term hereof and at all times thereafter, and except as
specifically permitted herein or in a separate writing signed by
World, it shall not use, commercialize or disclose World's
Confidential Information to any person or entity, except to its
own employees having a "need to know" (and who themselves are
bound by similar nondisclosure restrictions), and to such other
recipients as World may approve in writing; provided, that all
such recipients shall have first executed a confidentiality
agreement in a form acceptable to World . Preferred shall use
the same degree of care in safeguarding World's Confidential
Information as it uses in safeguarding its own confidential
information. Upon termination, or at any time upon request by
World, and except as otherwise specifically stated herein,
American shall return all Confidential Information of World in
its possession or control.
8. Liabilities. EXCEPT FOR DAMAGES ARISING FROM BODILY INJURY
CAUSED SOLELY BY THE NEGLIGENCE OF WORLD, WORLD SHALL NOT BE
LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT OF COMPENSATION
ACTUALLY RECEIVED BY WORLD HEREUNDER. IN NO EVENT SHALL WORLD BE
LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST SAVINGS, LOST PROFIT OR BUSINESS INTERRUPTION
EVEN IF WORLD IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING
OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.
AMERICAN HEREBY EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING
LIMITATION HAS BEEN NEGOTIATED BY THE PARTIES AND REFLECTS A FAIR
ALLOCATION OF RISK.
9. Notices. Notices sent to either party shall be effective
when delivered in reply to person or by telecopier "fax" machine,
one (1) day after being sent by overnight courier, or two (2)
days after being sent by first class mail postage prepaid to the
address set forth above, or at such other address as the parties
may from time to time give notice. A facsimile of this Agreement
and notices generated in good form from a fax machine (as well as
a photocopy thereof) shall be treated as "original" documents
admissible into evidence unless a document's authenticity is
genuinely placed in question.
10. Termination. This Agreement shall terminate upon one party
giving written notice of termination at least one hundred and
twenty (120) days in advance of the anticipated date of
termination.
11. Disputes, Choice of Law. The parties agree that all
disputes between them shall be submitted for informal resolution
to their respective chief operating officers. Any remaining
dispute shall be submitted to a panel of three (3) arbitrators,
with each party choosing one (1) panel member and the third
member chosen by the first two (2) panel members. The proceedings
shall be conducted in accordance with the Commercial Arbitration
Rules of the Judicial and Mediation Service, "JAMS". The award of
the arbitrators shall include a written explanation of their
decision, shall be limited to remedies otherwise available in
court and shall be binding upon the parties and enforceable in
any court of competent jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
OF THE UNITED STATES AND CALIFORNIA, AND ANY ACTION SHALL BE
INITIATED AND MAINTAINED IN A FORUM OF COMPETENT JURISDICTION IN
SUCH DESIGNATED STATE.
12. Independent Contractor Status. Each party and its people
are independent contractors in relation to the other party with
respect to all matters arising under this Agreement. Nothing
herein shall be deemed to establish a partnership or employment
relationship between the parties. Each party shall remain
responsible for and shall indemnify and hold harmless the other
party for the withholding and payment of all Federal, state and
local personal income, wage, earnings, occupation, social
security, unemployment, sickness, workers compensation and
disability insurance taxes, payroll levies, employee benefit
requirements or obligations (under ERISA, state law or otherwise)
now existing or hereafter enacted and attributable to themselves
and their respective people.
13. Entire Agreement, Amendment. This document, constitute the
entire agreement between the parties and supersede all other
representations, understandings or communications, whether
written or verbal, with respect to the subject matter hereof.
This Agreement is expressly limited to its terms and the
provisions of any purchase order, invoice or similar
documentation are specifically rejected and shall have no effect.
Any amendment, modification or waiver of this Agreement, or any
part hereof shall be binding only if contained in a writing
signed by the party sought to be bound. Waiver of any provision
of this Agreement in one instance shall not preclude future
enforcement of it in future situations.
14. Severability. If any provision hereof is determined by a
tribunal of competent jurisdiction to be illegal or
unenforceable, it shall automatically be deemed conformed to the
minimum requirements of law and, along with all other provisions
hereof, shall thereupon be given full force and effect. Headings
are for reference purposes only and have no substantive effect.
15. Assignment, Subcontracting. Unless authorized under a
specific provision or an amendment to this Agreement, no part of
this may be transferred, assigned or delegated by either party to
or for the benefit of any third party and any attempt to the
contrary shall be void and of no legal effect. This Agreement is
binding upon, is enforceable by and shall inure to the benefit of
the parties and their authorized successors and assigns.
16. Security, No Conflicts. Each party agrees to inform the other
party of any
information made available to it that is classified or restricted
data, agrees to comply with the security requirements imposed by
any state or local government, or by the United States
Government, and shall return all such material upon request. Each
party represents that its participation in this Agreement does
not create any conflict of interest prohibited by the United
States government or any other domestic or foreign government and
shall promptly notify the other party if any such conflict arises
during the Term.
IN WITNESS WHEREOF, for adequate consideration and intending to
be legally bound, the parties hereto have caused this Agreement
to be executed by their duly authorized representatives.
Dated: September 27, 2000.
World Shopping Network, Inc., Preferred Dental Plan, a
a Delaware corporation California corporation
By: /s/ Xxxx Xxxxx By: /s/ Skip Grey
Xxxx Xxxxx, President Skip Grey, President
