JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of
this 12 day of July, 2011,
by and between FOREX INTERNATIONAL TRADING CORP M.S. LTD – Company number 514424985 of Israel (hereinafter "FIT”") and
Heffernan Capital Management Co Ltd
1.01 Business Purpose. The business of the Joint Venture shall be as follows:
International Foreign Exchange Trading – utilizing exiting trading platform via White label under the URL: http://www.4xint.com to Non US residences (“TP”).
1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence for 6 months, where then the parties will re-evaluate the performance of the platform and will decide if to “convert” the platform to Liquidity Provider rather than White Label, where the purpose is to become Liquidity Provider until terminated, liquidated, or dissolved by law or as hereinafter provided.
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, including property, cash and any additional capital contributions made.
2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes determined by the Partnership's fiscal year, including, without limitation, each item of
Partnership income, gain, loss or deduction.
OBLIGATIONS OF THE JOINT VENTURERS
Heffernan Capital Management Co Ltd is responsible for all marketing operations and decisions of the Joint Venture and will be compensated for providing various services out of its portion of the profit allocations.
4.01 Profits and Losses deriving from TP per the terms of the licensing agreement as defined there per the agreement between FXIT and Triple 8 from April 2010 - http://www.sec.gov/Archives/edgar/data/1471781/000101376210000895/form8k.htm (said “White Label Agreement for the TP is attached to this agreement and represent integral part of this agreement. Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture
shall be allocated as follows at the conclusion of each fiscal year:
FIT . . . . . . . . 50%
Heffernan Capital Management Co Ltd . . . . . . . . . 50%
As the nature of the TP is that until 250 millions in trading volume is achieved, 30% of the P&L is being paid to FIT on monthly basis out of the P&L activity, in essence, said monthly proceeds will be split on monthly basis between the parties. To remove any doubt, all proceeds deriving from said TP agreement (as if volume exceed 250 millions, then the TP entitled to 50% from P&L) will be split in equal parts, where each party carry his own costs.
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. Mr, Paul Ebeling Together with Mrs. Liat Franco shall have full, exclusive and complete authority and discretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. _ Mr, Paul Ebeling Together with Mrs. Liat Franco shall manage and control the affairs of the Joint Venture to the best of its ability and shall use their best efforts to carry out the business of the Joint Venture.
AGREEMENTS WITH THIRD PARTIES AND
WITH AFFILIATES OF THE JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform services for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The