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EXHIBIT 10.10 Joint Venture Deal Memorandum

Joint Venture JV Agreement

EXHIBIT 10.10 Joint Venture Deal Memorandum | Document Parties: JUPITER GLOBAL HOLDINGS CORP | Livestar Entertainment Events International Inc.  | A.C.D. Inc. You are currently viewing:
This Joint Venture JV Agreement involves

JUPITER GLOBAL HOLDINGS CORP | Livestar Entertainment Events International Inc. | A.C.D. Inc.

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Title: EXHIBIT 10.10 Joint Venture Deal Memorandum
Governing Law: Nevada     Date: 9/15/2005

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Joint Venture Deal Memorandum

 

By and Between Livestar Entertainment Events International Inc. (“Livestar”) and A.C.D. Inc. d/b/a Coolworld Entertainment (“Coolworld”)

 

The parties agrees as follows as the terms of this Joint Venture Deal Memorandum (“Memorandum”).

 

Whereby the parties are desirous to enter into a mutually beneficial business arrangement (the “Joint Venture”) whereby:

 

A. the parties will under their respective Joint Venture responsibilities provide certain production support to Cyberfest October 9, 2004 in San Francisco, CA and Revolution, October 30, 2004 in Miami, FL and Planet New Year, December 31, 2004, San Francisco, CA (the “Joint Venture Events”) and;

 

B. the parties will endeavor to grow the Joint Venture to encompass other events and execute certain options and rights under this Joint Venture.

 

1.  

Term

 

a.  

The Joint Venture will have a term of six (6) months, with a renewable term of six (6) months that may be enacted only upon mutual agreement of the parties.

 

b.  

Either party can terminate this Memorandum with 30 days notice providing that if a Joint Venture Event is in development or production that the Joint Venture will remain in force until the closing of the Joint Venture Event and the termination will affect all other Joint Venture activities.

 

c.  

Both parties agree to provide to the other party 14 days to remedy any action that may be deemed as a default of any of the provisions hereunder. If remedies cannot be reached through this provision, Section eleven (11) will be enacted.

 

2.  

Joint Venture Responsibilities of Livestar. Livestar agrees to provide the following production support to the Joint Venture:

 

a.  

Livestar to commit to co-producing the Joint Venture Events.

 

b.  

Livestar will provide the following capital to the Joint Venture:

i.  

providing of up to $300,000 for production costs as per the following schedule;

 

ii.  

September 21, 2004$50,000

iii.  

September 30, 2004$100,000

 

iv.  

October 14, 2004$75,000

v.  

October 28, 2004$75,000

Livestar will use best efforts to provide the aforementioned capital as per the above schedule and as a schedule requested by Coolworld. (see Schedule A)

 

c.  

Livestar will provide co-production staff in the capacities of executive production, administration marketing/promotional support and accounting.

 

3.  

Joint Venture Responsibilities of Coolworld . Coolworld agrees to provide the following to the Joint Venture:

 

a.  

Coolworld will provide to the Joint Venture Events ;executive production, production, talent buying, marketing.

 

4.  

Joint Venture Marketing Arrangement. The Parties agree to the following Joint Venture Marketing agreement. (Both Parties agree that the following may be altered to include additional items upon mutual agreement):

 

a.  

Coolworld will provide to Livestar placement of the Livestar Logo and credit as co-Presenter and co-Production Partner on the following;

i.  

on all marketing materials regarding each Joint Venture Event or Future Joint Venture Event

 

ii.  

on all tickets or passes of each Joint Venture Event or Future Joint Venture Event

iii.  

on the Coolworld website or Website for each Joint Event or Future Joint Venture Event

 

iv.  

on all backdrops (ie the “Stand and Turn” back drop for the photo area of any Joint Venture Event or Future Joint Venture Event

v.  

placement of

 

b.  

Livestar will provide to Coolworld placement of the Coolworld Logo and credit as co-Presenter and co-Production Partner on the following;

i.  

on all marketing materials regarding each Joint Venture Event or Future Event the Livestar produces

 

ii.  

on the Livestar consumer site and in the partners section of the Livestar corporate site

 

c.  

Both Parties agree to mutual work to provide both Parties will equitable exposure in the marketing of each Joint Venture Event or Future Joint Venture Event. For example, the placement of Coolworld and Livestar signage at locations during each Joint Venture Event or Future Joint Venture Event.

 

5.  

Joint Venture Corporate Structure. A new Corporation (New Co) will be formed for the Joint Venture.

a.  

New Co will be owned as per the following structure:

 

i.  

Livestar 51% of the common stock

ii.  

Coolworld 49% of the common stock

 

b.  

Corporate Governance will be set in place as mutually agreed by the parties, including but not limited to, the following:

i.  

Sason Parry will be set as a shareholder w/ Liability

 

ii.  

A separation agreement will be set up.

iii.  

Shareholder agreements will be set up.

 

c.  

All accounting for the Joint Venture will be done as per a structure determined by t


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