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Joint Venture Agreement

Joint Venture JV Agreement

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 This Joint Venture JV Agreement involves

FUELSTREAM INC | Fuel Stream, Inc

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Date: 9/17/2010
Industry: Recreational Activities     Sector: Services

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Exhibit 10.1


THIS JOINT VENTURE AGREEMENT (herein after referred to as the “Agreement”) is entered into this 31 st   day of August, 2010, by and among:



International Capital partners, LLC a Delaware limited liability company with its registered office at 9120 Rockrose Dr Tampa, FL 33647 and   Joeseph F Maida, Inc- a corporation incorporated in Florida with its registered office at 4000 W Island Blvd Aventura Florida 33160 suite 1002 ( IJ) “IJ” as used herein shall include each of the officers/directors/employees of the company, affiliated companies and other affiliated entities




Fuel Stream, Inc a corporation incorporated in Delaware with its registered office located at 10757 South River Front Parkway Ste. 125 South Jordan, UT 84095 (“FLST”) “FLST” as used herein shall include each of the officers/directors/employees of the company, affiliated companies and other affiliated entities


(Each of the above a “Party” and collectively the “Parties”).



W I T N E S S E T H:

WHEREAS, the Parties desire to enter into the Joint Venture covering the Project as defined below by execution of this Agreement for the purposes set forth herein, including defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the Project; and


NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the Parties agree to cooperate and coordinate their activities for the purposes before mentioned, and intending to be legally bound hereby, the Parties hereto do covenant and agree as follows:





" Project" shall refer to the purchase and resale of Commodity products by the Joint Venture from any and all suppliers to any and all buyers of those products on terms to be mutually agreed upon by the Parties. The Parties to this Agreement will cooperate and coordinate their actions in order to effectuate the successful purchase and resale of said products.












The Parties do hereby enter into this agreement in order to effectuate the Project and to carry on the purposes for which provision is made herein.


(b)   The Parties shall execute such documents as may be required for the Project and the joint venture to operate successfully.



(c)   The Joint Venture shall be conducted through FLST-IJ, as the legal entity, or as otherwise agreed between the Parties.



The affairs and day-to-day activities of the Joint Venture shall be managed by a board of two (2) individuals, one of whom will each be selected by the Parties hereto.






FLST will provide buyers and seller’s for said products.



IJ will use its established lines of credit from major Top World banks to be able to allow the JV partners (to buy and resale the products to IJ and or FLST’s end buyer’s.



IJ will have its top World banks issue a letter to FLST of its standing behind IJ upon FLST a signed LOI from the customer with price and terms & conditions accepted and FLST for each commodity product transaction that IJ wishes to engage into, of which the bank will review, approve, and back each transaction on a case by case basis. As long as the transaction is a commodity products’ transaction, and there is a top 25 bank issuing the documentary letter of credit (“DLC”) (from FLST’s buyer), and a vetted seller, selling the product, with verifiable and contracted products, to be delivered under sales and purchase agreement between the parties, FLST, and its buyer and seller, with a 2% performance bond (“PB”) in place, before IJ has to issue DLC to seller, on behalf of FLST-IJ JV, bank agrees to stand behind said transaction, and open DLC to said seller.



IJ also agrees to support and back FLST with certain revolving credit lines that are needed to facilitate increased lines for the purchase of Jet Fuel upon FLST providing acceptable financial statements of the borrower.






The Parties acknowledge that different transactions may require different banking procedures. IJ shall have the right to adopt banking procedures as needed to conclude any given transaction conducted under this Agreement. FLST agrees that in order for IJ to tap into their  credit lines, there must be full DD vetted by FLST and presented to IJ or a 2% PB already lodged, including past performance, current proof of product







showing and proving ownership, ( of said products existence and availability under said contract, made available to the parties) and the exit buyer in place. The exit buyer’s DLC sent to IJ's bank, and a PB in place for IJ. IJ guarantees the availability and use of their credit lines from major world banks, and issuance a DLC to FLST’s end seller, after the seller, exit buyer and  PB are in place.


FLST shall establish and maintain all bank accounts and bookkeeping and accounting records and systems for and on behalf of the Joint Venture, in accordance with United States Generally Accepted Accounting Principles then in effect.  FLST shall establish and maintain complete and accurate records and accounts of all transactions undertaken by and in connection with the Joint Venture.





The Parties shall share the total profit realized from the Project, after netting out any mutually agreed costs and expenses as set forth below. All costs and expenses for the issuance  of any instruments are to be the full responsibility of IJ.





FLST                                                                                           60%


IJ                                                                                                  40%



Facsimile copy of this Agreement shall be deemed as Original for 2 weeks until originals are exchanged





All disputes arising out of this Agreement between the Parties shall be resolved as follows:



a. Within 24 hours of either Party notifying the other that it has a dispute with respect to any matter relating to or arising out of the making, performance or breach of this Agreement, the Parties shall each appoint one representative to negotiate on its behalf.  The two representatives so appointed shall meet in  Miami, USA beginning on the day following their appointment, seeking in good faith to resolve the dispute.



b. In the event that after a meeting, and after the passage of seven days from the appointment of the representatives they are unable to resolve the dispute, then either Party may submit the unresolved dispute to arbitration in accordance with the rules of conciliation and arbitration of the American Arbitration Associat

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