JOINT VENTURE AGREEMENTJoint Venture JV Agreement |
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VOYAGER ONE INC | SILICON FILM TECHNOLOGIES, INC | APPLIED COLOR SCIENCE, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 10.2
JOINT
VENTURE AGREEMENT
This Joint Venture Agreement (JVA) is entered into by and between Voyager One,
Inc., on behalf of its wholly owned subsidiary, SILICON FILM TECHNOLOGIES, INC.
("SILICON") and APPLIED COLOR SCIENCE, INC. ("ACSi"),
hereinafter collectively
referred to as the "Parties."
WHEREAS, SILICON, has developed
technology that enables a conventional
35mm single reflex camera to capture, store, manipulate, display and transfer
digital images without any modification to the camera. This technology is
sometimes referred to herein as the "EFS." Further research and
development,
testing, evaluation and deployment of this technology is needed to produce a
commercialized product and requires skill and expertise in the digital imaging
industry;
WHEREAS, APPLIED COLOR SCIENCE
has more than twenty five years of
combined experience in developing digital imaging systems and image processing
algorithms;
WHEREAS, the Parties wish to
join together in a joint venture for the
purpose of developing a functional prototype of the electronic film system with
modular and upgradeable image sensors, memory, display, I/O features and
35mm-quality video capture;
NOW THEREFORE BE IT RESOLVED, in
consideration of the mutual covenants,
promises, warranties and other good and valuable consideration set forth
herein,
the Parties agree as follows:
1. FORMATION. The parties agree to
enter into a joint venture formed
pursuant to this Agreement (the "Joint Venture"). The Joint Venture
shall be
considered in all respects a joint venture between the Parties, and nothing in
this Agreement shall be construed to create a partnership or any other
fiduciary
relationship between the Parties. Neither Party has any authority whatsoever to
bind the other party, nor shall either party represent that it has any such
authority, express, implied or otherwise. Neither Party shall not negotiate or
enter into any oral or written contract, agreement or arrangement on behalf of,
or in the name of the other Party. The Parties shall not engage in any conduct
which would result in the breach or violation of any agreement, law, ordinance
or regulation. Neither Party shall enter into any agreement, either written or
oral, on behalf of the joint venture unless agreed to in writing by both
Parties.
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2. PURPOSE/PROJECT. The Joint
Venture shall be formed for the purpose of
having ACSi develop a functional prototype of the electronic film system with
modular and upgradeable image sensors, memory, display, I/O features and
35mm-quality video capture using the three existing 4 megapixel image sensors
of
SILICON and ACSI's FPGA-based Sensor Developers' platform. This purpose shall
hereinafter be referred to as the "project."
3. CONTRIBUTIONS.
3.1. The Parties shall each
make an initial contribution to the Joint
Venture according to the following
terms:
i. SILICON's Contribution:
a.
Three existing image sensors (4megapixel) suitable for a
product
demonstration;
b. Use of Intellectual property regarding
electronic film
operation as follows:
#5282040-Apparatus for
operating a film camera;
#5452000-An apparatus for
electronic photography using a
conventional film
camera;
#6147389-An image sensor
package with image plane references;
#6393224-E-film cartridge
with sensor avoidance feature;
#HK1004077-Apparatus for
operating a conventional film camera in
an electronic mode; and,
c. Mechanical designs and hardware resources in
existence
relating to the electronic film
system
ii. ACSi's Contribution:
a. Patented "Universal Imager Bus"
architecture for connecting
a variety of image
sensors through a common interface;
b.
More than twenty five years combined experience in
developing digital
imaging systems and image processing
algorithms;
c. Technical and financial resources to develop
a working
prototype of the electronic film system;
and,
d. Waiver of $11,000 of outstanding balance due
ACSi.
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3.2. Additional contributions
shall be determined in writing by the
Parties as the need arises from time
to time during the term of the Joint
Venture.
3.3 In addition to the
contributions described above, upon execution
of this JVA SILICON shall transfer
restricted shares of stock in SILICON's
parent company, Voyager One, Inc.
(OTCBB: VYGO) in a manner and form to be
agreed upon by the parties as
follows: 350,000 (THREE HUNDRED FIFTY
THOUSAND) restricted shares to ACSi
and 355,000 (THREE HUNDRED FIFTY FIVE
THOUSAND) restricted shares to Mitch
Van Wye.
3.4 With the exception of the
shares described in Section 3.3, in the
event the Project and/or the Joint
Venture are terminated for any reason
each Party shall be entitled to the
immediate and unconditional return of
its contributions.
4. MANAGEMENT. The Joint Venture
shall be administered by Mathew Whalen,
President of ACSi, who shall perform the day-to-day management and
administration of the project and provide monthly reports to each party.
4.1 MANAGEMENT COMMITTEE. The
Management Committee, composed of one
representative of each Party to be
designated upon the effective date of
this agreement, shall provide the
general direction for the project through
the JV Administrator. The JV
Administrator can also be the representative
of a Party.
4.2 COMPENSATION. The JV
Administrator and the Management Committee
managers shall not receive any
compensation for services rendered by them
under this JVA.
EXPENSES OF VENTURE: All expenses incurred in the work performed pursuant to
this JVA shall be paid for by ACSi unless otherwise agreed upon in writing by
both parties.
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6. CONFIDENTIALITY.
6.1 All information, material
and data labeled or designated in
writing as confidential or
proprietary or which each Party or its
employees, agents or representatives
are advised by the other Party is of
such character or which each Party
knows or reasonably should know is
customarily treated as such within
the industry of SILICON and/or ACSi, and
solely by way of illustration and
not in limitation including the
following: drawings, designs,
concepts, architecture and circuitry,
specifications, software programs,
routines, subroutines, concepts, ideas
and formulas, production plans,
designs, layouts, schedules, drawings,
sales, cost and price analyses,
evaluations, formulae, lists and sales and
marketing analyses, plans and data,
prototypes, pre-production samples,
parts, 3D data bases, program
listings, data file printouts, printed
circuit boards, processes, component
part listings and prices, product
information, new product plans,
customer lists and other customer
information shall be deemed
"Confidential Information". Any Confidential
Information concerning each Party,
which is disclosed to or obtained by the
other Party either directly or
indirectly in the performance of this JVA,
shall remain the property of the original
Party and is disclosed or
obtained in strict confidence. The
Parties shall not use (other than in the
performance of Services pursuant to
this JVA) or disclose to others during
or subsequent to the termination of
this JVA the Confidential Information
unless in each instance the
disclosing Party secures the prior written
consent of the other Party. The
Par






