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Joint Venture Agreement

 

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Title:

Joint Venture Agreement

Entities:

Interactive Outdoors Inc; Virtual Hunters.com, Inc.

Date:

2002

Size:

Preview shows 4KB of 16KB total

Price:

$40

ID:

#1247254

 

 

► Corporate ► Venture ► Joint Venture Agreements
► Miscellany

 

 

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<SEQUENCE>6

<FILENAME>iod_ex10.txt
<DESCRIPTION>MATERIAL CONTRACT
<TEXT>
JOINT VENTURE AGREEMENT

This joint venture agreement is entered into this 1st day of
December 2001, by and between Interactive Outdoors, Inc., a
corporation organized and existing under the laws of the State of
Nevada (hereinafter referred to as "Interactive Outdoors"), and
Virtual Hunters.com, Inc., a corporation organized and existing
under the laws of the State of Nevada (hereinafter referred to as
"Virtual Hunters").

Whereas, Interactive Outdoors is in the business of
publishing an interactive magazine for sportsmen to be
distributed on the Internet and via CD-ROM subscription;

Whereas, Virtual Hunters is in the business of publishing a
CD-ROM based hunting magazine;

Whereas, the parties desire to enter into a joint venture
for the purpose of aggregating content and combining the
technologies of the parties to develop and publish an interactive
CD-ROM magazine for outdoor sports; and

Now, therefore, in consideration of the mutual covenants and
agreements contained herein, the parties agree as follows:

Article 1: Definitions

1.1 "Affiliate" means a Person that directly, or indirectly
through one or more intermediaries, Controls, or is Controlled
by, or is in common Control with, the Person specified.

1.2 "Agreement" means this Joint Venture Agreement.

1.3 "Background Technology" means technical information not
generated in the course of the Program.

1.4 "Control" means the possession, direct or indirect, of
the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting
securities, by contract, through members of the board of
directors, or otherwise.

1.5 "Patents" means all patents and applications relating
thereto resulting from the business engaged in the course of this
Agreement.

1.6 "Person" means a natural individual, partnership, firm,
company, corporation and any other form of business association.

1.7 "Technology" means all technical information generated
in the course of the Program.

Article 2: Effective Date and Term

2.1 Effective Date. As soon as this Agreement has been
signed, the parties hereto shall be obligated to take every
reasonable step to cooperate with each other in obtaining the
requisite approvals, validations, rulings and consents provided
for in this Agreement or made necessary thereby. The parties
shall not be obligated to proceed further, however, with the
action which they are to take under this Agreement until the
"Effective Date," which shall mean the date which the following
the approval and validation of the Joint Venture Agreement by the
board of directors of both Interactive Outdoors and Virtual
Hunters.

2.2 Duration. This Agreement shall continue to be
effective and in full force until Virtual Hunters receives
royalties of not less than $100,000.00, unless terminated
pursuant to Article 10 hereof. In the event such stipulation is
not reached within five (5) years, both parties shall have the
option to either (i) mutually agree to lower the amount of
royalties to be paid to Virtual Hunters, (ii) mutually agree to
extend the term of this Agreement or (iii) cause dissolution of
this Agreement, in which case both parties shall promptly take
all the procedures to have such Agreement voided in accordance
with the Laws of the State of Nevada.

Article 3: Appropriation of Costs and Profit

3.1 Costs. Interactive Outdoors shall bear all costs for
the initial production, duplication and distribution of an

 

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