TERMINATION OF JOINT VENTURE AGREEMENT
Exhibit
10.1
This
Termination of Joint Venture Agreement (the “Agreement”) is made and entered
into as of May 1, 2009, between CHINA YOUTV CORP., a Nevada corporation (the
“Company”), and Beijing Hua Ju Net Media
Technology Co. Ltd., a corporation organized and existing under the laws of the
People’s Republic of China (“Hua Ju”).
RECITALS:
WHEREAS,
the Company and Hua Ju have entered into a Joint Venture Agreement, dated March
16, 2007 (the “Joint Venture Agreement”), pursuant to which they agreed to form
a joint venture to jointly conduct a video sharing web site and other related
Internet media business in China;
WHEREAS,
the Joint Venture Agreement provided, among other things, that (a) the Company
owned 51% of the equity of the joint venture, (b) the Company was required to
contribute RMB510,000 (US$72,728) to the registered capital of the joint
venture, (c) Hua Ju owned 49% of the equity of the joint venture, (d) Hua Ju was
required to contribute RMB490,000 (US$69,876) to the registered capital of the
joint venture, (e) the Company was required to provide the working capital for
the joint venture, (f) Hua Ju was required to contribute its web site (xxx.xxxxx.xxx) and
customer contracts to the joint venture, (g) the Board of Directors
of the joint venture would consist of three members, with the Company having the
right to appoint two members and Hua Ju having the right to appoint one member,
and (h) the Company, which was in charge of the joint venture’s accounting
management, had the right not to distribute any profits to the parties during
the first three years;
WHEREAS,
Article 6 of the Joint Venture Agreement provided that the joint venture was to
have a term of 20 years;
WHEREAS,
the Joint Venture Agreement also provided that the Company agreed to issue
20,000,000 restricted shares of its common stock to Hua Ju or its designee as
additional consideration for entering into the Joint Venture Agreement in an
offering intended to be exempt from registration under the Securities Act of
1933, as amended, pursuant to Regulation S thereunder;
WHEREAS,
on February 18, 2008, a joint venture license was granted by the regulatory
authorities of the People's Republic of China;
WHEREAS,
the required funding of the joint venture has not yet occurred, operations have
not yet been transferred from Hua Ju to the joint venture and the Company has
not issued the 20,000,000 shares of common stock to Hua Ju or its designee;
and
WHEREAS,
the parties desire to terminate the Joint Venture Agreement and the rights and
obligations arising therein, and to release each other from any and all claims
or liability thereunder.
AGREEMENTS:
NOW,
THEREFORE, the parties hereto, for good and valuable consideration, hereby agree
as follows:
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1.
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The
Joint Venture Agreement, and all of the rights and obligations of the
parties thereunder, are hereby terminated effective
immediately.
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2.
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Each
party hereto forever releases, remises and holds harmless the other party
from any rights and obligations under the Joint Venture Agreement or any
claims or liabilities that may arise under or out of the Joint Venture
Agreement or the joint venture
relationship.
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3.
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Each
party hereto agrees to liquidate the joint venture in China, according to
Chinese law, rules, regulations and policies, with the costs and expenses
of such liquidation to be borne exclusively by Hua
Ju.
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4.
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This
Agreement shall be governed, construed and enforced in accordance with the
laws of the state of Nevada, in the United States of America, including
said state’s conflict of laws principles. The parties hereto
consent to the exclusive jurisdiction in all matters relating to the Joint
Venture Agreement being vested in the state courts of the state of
Nevada.
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5.
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This
Agreement may be executed in two or more identical counterparts, each of
which shall
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be deemed
to be an original, and all of which together shall be deemed to constitute
one
instrument.
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6.
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This
Agreement sets forth all of the promises agreements, conditions,
understandings, warranties and representations among the parties hereto,
and there are no promises, agreements, conditions, understandings,
warranties or representations, oral or written, express or implied, among
them other than as set forth herein. This Agreement is, and is
intended to be an integration of any and all prior agreements or
understanding, oral or written.
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7.
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No
change or modification of this Agreement shall be valid unless the same is
in writing and signed by all the parties hereto. No waiver of
any provision of this Agreement shall be valid unless in writing and
signed by the person against whom sought to be enforced. The
failure of any party at any time to insist upon strict performance of any
condition, promise, agreement or understanding set forth herein shall not
be construed as a waiver or relinquishment of the right to insist upon
strict performance of the same condition, promise, agreement or
understanding at a future time.
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8.
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In
the event that a lawsuit is brought by any party to enforce or interpret
the terms hereof, or for any dispute arising out of the joint venture, the
party prevailing in any such lawsuit shall be entitled to recover from the
non-prevailing party its costs and expenses thereof, including its legal
fees in reasonable amount and prejudgment and post-judgment interest at
the highest rate allowable under Nevada
law.
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9.
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This
Agreement shall not be assignable by any party without the prior written
consent of the other.
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IN
WITNESS WHEREOF, on the date first written above, the parties hereto have duly
executed this Agreement as of the date and year first above
written.
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Date: May
1, 2009
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By:
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/s/ Jie,
Xxxx
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Xxx,
Xxxx
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Title:
Chairman
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Beijing HuaJu NetMedia
Technology Co. Ltd.
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Date: May
1, 2009
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By:
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/s/ Xxxxx
Xxx
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Xxxxx
Xxx
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Title:CEO
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