JOINT VENTURE (PARTNERSHIP) AGREEMENT
This JOINT VENTURE AGREEMENT ("Agreement") is made on ________________, 20_____ between ENTERTAINMENT ARTS RESEARCH, INC. (EARI) (a Nevada USA corporation) and BRIDGE CORP. (BRIDGE), owner of the Zhengzhou College of Economics (Zhengzhou, China), Shaolin Temple (SHAOLIN), China, and principals (PRINCIPALS) (to be named later):
RECITALS
The Joint Venturers have agreed, as follows:
The name of the venture to be Shaolin Virtual and Internet Games;
BRIDGE agrees to provide twenty-two million dollars ($22,000,000) investment capital for the development of a “virtual” game for the Shaolin Temple, after BRIDGE obtains a license from SHAOLIN calling for a 10% royalty on revenues generated by the game, and pursuant to a “draw” schedule provided by EARI and attached herewith as EXHIBIT A;
EARI agrees to pay two million two hundred thousand dollars($2,000,000) annually in arrears for its equity interest in the venture and such payments will continue until the full twenty-two million dollars ($22,000,000) plus the fees paid by BRIDGE to obtain the funds which will include origination fees, and closing costs, is paid from the joint venture revenues or a maximum of five years.
It is therefore agreed:
1. Purpose. The Joint Venturers form this joint venture to develop virtual and internet games for The Shaolin Temple. The Joint Venturers appoint as their agent Cane Clark, attorneys (Nevada USA), whose duty it shall be to hold each of the undivided fractional parts in the business interest for the benefit of, and as agent for, the respective Joint Venturers.
2. Joint Venturers ( Partners). The Agent acknowledges that he has received from each of the Joint Venturers, for the purpose of this joint venture, the acceptance of this agreement of each Joint Venturer as follows:
Name of Joint Venturer | Authorized Officer Name and Title |
Bridge Corp.40% partner | |
Entertainment Arts Research, Inc. 40% partner | Joseph Saulter, CEO |
Entertainment Arts Research, Inc. | Jonathan Eubanks, President |
3. Development of Virtual and Internet Games. The Agent is authorized to receive and to hold in his own name, but on behalf of the Joint Venturers the funds to develop such games according to the agreed upon schedule (Exhibit A), the first of which is two million dollars ($2,000,000) for the development of the prototype which is estimated to be delivered no later than six (6) months from the signing of this agreement and receipt of funds by the escrow agent, and the remaining funds to be drawn based upon the “draw” schedule attached. The escrow agent will then disburse the funds to EARI according to EARI’s estimated monthly budget, or revisions thereto mutually agreed by BRIDGE and EARI
4. Profits.
4. (a.) Net Profits shall be first used to pay the $22,000,000 investment and closing costs and then the subsequent profits will be distributed to BRIDGE (40%), EARI (40%), Shaolin Temple (10%) and PRINCIPALS (10%)
4. (b) The venturers agree that EARI will manage the joint venture and operate the business during the term of this agreement. EARI will establish a separate bank account for the venture and conduct all necessary business activities for the venture and charge all appropriate costs of such activities as an expense of the venture.
5. Expenses of Venture. All losses and disbursements incurred by the Agent in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture, be paid by the Joint Venturers, on demand of the Agent, in the ratio which the contribution of each Joint Venturer bears to the total contributions set forth in Paragraph 2.
6. Liability of Agent. The Agent shall be liable only for his own willful misfeasance and bad faith, and no one who is not a party to this Agreement shall have any rights whatsoever under this Agreement against the Agent for any action taken or not taken by him.
7. Term. This Agreement shall terminate and the obligations of the Agent shall be deemed completed on the happening of either of the following events: (a) the receipt and distribution by the Agent of the full twenty-two million dollars($22,000,000) or (b) termination by mutual assent of all joint ventures.
8. Compensation of Agent. Unless otherwise agreed to in the future by a majority in interest of the Joint Venturers, the Agent shall be paid according to the established hourly fees of Cane Clark for services rendered by them under this Agreement.
9. Arbitration and Attorneys Fees.The Joint Venturers agree that any dispute, claim, or controversy concerning this Agreement or the termination of this Agreement, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Las Vegas , Nevada in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Joint Venturers will pay the costs and expenses of such arbitration in such proportions as the arbitrator shall decide, and each Joint Venturer shall separately pay its own counsel fees and expenses.
10. Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH JOINT VENTURER HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEVADA FOR ANY LAWSUIT FILED THERE AGAINST ANY PARTY TO THIS AGREEMENT BY ANY OTHER PARTY TO THIS AGREEMENT CONCERNING THE JOINT VENTURE OR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT.
In witness whereof the Agent and the Joint Venturers have signed and sealed this Agreement.
_________________________________________________ ___________________
BRIDGE CORP. [Date]
_____________________________________________________________________
ENTERTAINMENT ARTS RESEARCH, INC. (CEO) [Date]
_________________________________________________ ___________________
ENTERTAINMENT ARTS RESEARCH,INC. (PRESIDENT) [Date]
______________________________________________________________________
PRINCIPAL [Date]
____________________________________________________________________
PRINCIPAL [Date]
_______________________________________________________________________
PRINCIPAL [Date]