StockLogics Joint Ventu re Agreement This JOINT VENTURE AGREEMENT (“Agreement”) is made between 1245093 Ontario Inc. (Managing Partner) and the undersigned (“Joint Venturer Partners”)
Recitals The joint venturer partner(s) (“the undersigned”) have agreed to make contribution(s) to the managing partner (1245093 Ontario Inc.) for the purpose of creating corporations globally that will/could become publicly traded corporations or sold as private corporations or rental of either a private or a public corporation, to be known as the (“business interest”) The “joint venturer(s)” consider it advisable to acquire and to hold their “business interest” through a nominee (see “Power of Attorney”) so as to avoid the necessity of numerous separate agreements, to maintain the legal title to the business interest in a simple and practicable form, and to facilitate the collection and the distribution of profits accruing under the business interest and 1245093 Ontario Inc. (the “Managing Partner”) has agreed to act as nominee for the joint venturer’s with the understanding that he/she/it is acquiring a participating interest in the joint venture on his/her/its own account,
It is therefore Agreed; 1. PURPOSE ; The joint venturers form this joint venture to acquire and hold the “business interest” in common and to provide the finances required to create the “business interest.” To the extent set forth in this Agreement, each one of the joint venturers shall be entitled to profits from the sale, nomination, rental of corporations created by managing partner, and be entitled to expenses thereof in the creation of those said corporations. The joint venturers appoint as their nominee, “the Managing Partner,” whose duty it shall be to hold each of the undivided fractional or parts in the “business interest” when and if this occurs at the request of the purchaser. The managing partner and/or joint venturers will not at any time market/sell/solicit/advertise fractions of any corporations. 2. CONTRIBUT IO N ; The managing partner has acknowledged that it has received from the stated joint venture partner, for the purpose of this joint venture, the sum set out by the undersigned, as payments towards; i/ legal fees to create Joint Venture Agreement
corporations globally ii/ accounting fees needed to establish the corporations iii/ consultants needed to financial engineer the corporation as required by the purchaser of the corporation, iv/ marketing expenses to market the corporation worldwide. 3. CREATION OF THE “BUSINESS INTEREST;” The managing partner shall use their expertise and know how, to create “business interest.” The managing partner is authorized to act as nominee on behalf of the joint venture partners that is to market the created business interest worldwide. 4. PROFITS ; The managing partner, the creator and the marketer of the “business interest” shall receive 50% of all revenues from the sale of the “business interest” and the joint venture partner will receive 50% of all profits from the sale of business interest, after expenses. 5. EXPENSES ; All losses and disbursements (legal, accounting, consulting, general expenses) incurred by the managing partner in creating and marketing corporations, shall be paid to the joint venturers, in ratio which the contribution of each joint venturer bears to the total contribution set forth in “list of partner” that are to be filed (upon request) to local government departments, under a “partnership act.” 6. LIABIL I T I Y OF MANAGING PARTNER ; The managing partner, shall be liable only for its 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 managing partner. 7. TERM ; This agreement shall terminate and the obligations of the managing partner shall be deemed completed on the happening of either of the following events; a) the receipt and distribution by the managing partner of the final net profits accruing under the business interest b) termination by mutual assent of all joint venture ventures. 8. GOVERN ING LAWS; THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF ONTARIO WITHOUT REGARD FOR CONFLICTS OF LAWS AND PRINCIPLES. EACH JOINT VENTURER HEREBY EXPRESSLY CONSENTS TO PERSONAL JURISDICTION OF THE PROVINCE OF ONTARIO. In Witness whereof the Managing Partner /Nominee have signed and sealed this agreement on: this date of: ______________ day in the month of _________________________ of the year 20_______
Joint Venture Agreement
Signature of Joint Venturer
Printed or Typed Name
Witness / Agent
Approved by Managing
Partner
Joint Venture Agreement