JOINT
VENTURE AGREEMENT
THIS
JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of
this 5th day of May, 2009, by and between Global
Ecology Corporation ( f/k/a Homeland Security Network
Inc.), a Nevada corporation, with offices at 140 Smith Street,
Keasbey New Jersey, 08832 (“GEC”) and Chain Rule
Environmental, LLC , a New York limited liability
corporation, with offices at 130 Sunset Avenue, Island Park, New
York 11558, (“CRE”), collectively referred as the
“Parties”.
ARTICLE
I GENERAL PROVISIONS
1.01
Business Purpose .
The business of the Joint Venture shall be to execute and
manage several separate projects in the Philippines. The
projects are as follows:
1)
Decontamination of the Pasig River and bodies of water which feed
into the river.
2)
Sludge clean up of the Pasig River.
3)
The management of facilities for the production of soil using
GEC’s technology
from
Huma-Clean, LLC.
4)
Introduction of GEC’s Mobile Water Purification System to the
Philippines
Once
these projects are under way both parties agree to seek out other
mutually beneficial projects in the Philippines and elsewhere
throughout Southeast Asia. As opportunities are identified
and contracts entered into, they will be added as an addendum to
this Joint Venture Agreement and will be governed in accordance
with this document.
1.02
Term of the Agreement .
This Joint Venture shall commence on the date first above
written and shall continue in existence until terminated,
liquidated, or dissolved by law or as hereinafter provided.
It is understood, that this Joint Venture will terminate at
the completion of the projects listed in 1.01. It is the
intention of the Parties to automatically extend this Joint Venture
Agreement in term each time a new project is identified and added
to this Agreement by addendum for the term required to complete
that project. However, based on the parties initial proposals, it
contemplated that some or all of the projects will continue as long
as they are viable and ongoing service is required by the
company/end user or agency of the Philippine government.
ARTICLE
II GENERAL DEFINITIONS
The
following comprise the general definitions of terms utilized in
this Agreement:
2.01
Affiliate .
An Affiliate of an entity is a person that, directly or
indirectly through one or more intermediaries, controls, is
controlled by or is under common control of such entity.
2.02
Capital Contribution(s). The
capital contribution to the Joint
Venture
actually made by the Parties is defined as cash contributions in
the form of equity and/or debt. It is understood the funding
for this project will be in the amount of $2,500,000 but the
Parties have agreed that an initial amount of $50,000 will be
advanced as seed money for set up and testing for the projects
identified in 1.01. If the form of funding is a loan,
it will be re-paid out of proceeds of this venture and will be used
exclusively for the purpose as outlined in 1.01.
ARTICLE III OBLIGATIONS OF THE JOINT
VENTURERS
3.01
Obligations. The
Parties will have joint responsibility for financial decisions and
expenditures of the Joint Venture. CRE will be responsible
for the on-site operations of the business and will disburse funds
according to a budget pre-approved by the Parties. Any expenditure
of funds not previously approved by the parties will be submitted
for approval at the time of the request.
3.02
Responsibilities .
GEC will provide all of its products to the Joint Venture for
use in the areas contemplated by this agreement along with the
necessary consultants, scientists, and financial expertise that is
needed by the Joint Venture. CRE will provide the funding for
the Joint Venture for the testing and implementation of its
products and services. This funding will include but not be
limited to; the set up of testing on site, construction of
facilities, operational working capital, marketin
