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Joint Venture Agreement

Joint Venture JV Agreement

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 This Joint Venture JV Agreement involves

ANOTEROS, INC. | Antero Payment Solutions, Inc | Antero SVS Software | Veritec Financial Systems, Inc | VTFS Account Management

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Date: 9/1/2011
Industry: Printing and Publishing     Sector: Services

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Antero Payment Solutions

24328 Vermont Ave #300

Harbor City, Ca. 90710

Office (310) 997-2482

Toll free (800) 499-0072

Fax (310) 954-9243






This Joint Venture Agreement (the “Agreement”), is made and entered into to be effective for all purposes as of August 29, 2011, by and among Antero Payment Solutions, Inc., a Nevada corporation, (“Antero”), with its principal place of business located at 24328 Vermont Ave. #300 Harbor City, CA 90710, and Veritec Financial Systems, Inc., a Delaware corporation (“Veritec”), with its principal place of business at 2445 Winnetka Ave. N., Golden Valley, MN, 55427. Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”




WHEREAS , Antero is in the business of, among other things, developing, promoting, licensing and supporting its Antero SVS Third Party Processing Platform designed for companies selling and/or licensing products and services in the credit, debit, prepaid, and/or gift card markets (the “Antero SVS”);


WHEREAS , Veritec is in the business of, among other things, developing, promoting, licensing and supporting its VTFS Account Management Platform (the “VTFS Platform”), MTC™ (mobile toggle debit card), blinx On-Off™ and other debit based products;


WHEREAS, the Parties desire to enter into a business relationship (the “Business Relationship”) whereby the Parties will utilize the other’s technology to further their own businesses, by entering into that certain Antero SVS Software License Agreement (the “License Agreement”), and that certain ISO/ Processor Agreement (the “ISO/Processor Agreement”) concurrently herewith;


WHEREAS, the foregoing recitals are true and correct and are incorporated in the Agreement by this reference.


NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:






Reciprocal Agreements.   In furtherance of the Business Relationship, Antero will provide Veritec with a non-transferable, perpetual, exclusive right to use the Antero SVS and any supporting documentation as further set forth in the License Agreement, which is attached hereto as Exhibit A , in exchange Veritec will engage Antero under its Independent Sales Organization (“ISO”) and Processor Agreement with First California Bank (“FCB”) and Visa, as a strategic partner of Veritec as further set forth in the ISO/Processor Agreement, which is attached hereto as Exhibit B (collectively the License Agreement and the ISO/ Processor Agreement shall be referred to herein as the “Reciprocal Agreements”). Except for the payment of the Fee set forth herein, Veritec and Antero understand and agree to work out a fair and comparable arrangement with regards to the cost difference associated with the consideration provided by each of the Reciprocal Agreements; however, neither Party wishes to pay such cost difference upfront. Notwithstanding the foregoing, Antero currently has in place, and the same shall be excluded from the exclusivity provided hereunder, the following programs InforServ/Secopay, Refpay, GTP, Antero and FIS.









Antero Payment Solutions

24328 Vermont Ave #300

Harbor City, Ca. 90710

Office (310) 997-2482

Toll free (800) 499-0072

Fax (310) 954-9243







Consideration. Antero shall pay Veritec a one-time, non-refundable Fee (the “Fee”) of twenty-five thousand dollars ($25,000), upon execution of this Agreement, in exchange for Veritec engaging Antero under the ISO/Processor Agreement as an affiliate (“Affiliate”).




Term . This Agreement shall continue for a term of five (5) years which shall be automatically renewed for additional five (5) year terms, unless earlier terminated by the written consent of both Parties.




Mediation or Arbitration of Disputes. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.




Obligations of Antero . Antero represents and warrants that in furtherance of the Business Relationship, Antero will:



Identify those systems and functionality, including but not limited to Consumer, Administrative, Ordering, Loading, Fraud, Security and Reporting Interfaces and Systems as necessary to support multiple Veritec and Antero programs, which are currently working and available as distinguished from those components which require additional development time and resources;


Provide integration services to connect the Antero SVS with Veritec’s existing platforms and other such platforms as may be reasonably necessary;



Provide ongoing maintenance and updates of the Antero SVS as necessary and required to support Veritec’s use of the Antero SVS;


Offer additional development, consulting, and support as may be reasonably necessary, which shall be invoiced ad-hoc by Antero (upon quote and approval by Antero);



Review, evaluate, modify and otherwise possibly reconstitute programming, which has already been completed by Antero, as needed to best serve Veritec’s needs;


Provide the Antero SVS for multiplicity with functionality along with advanced applications and networks;



Manage all marketing aspects of Card of America exclusively;


Execute written documentation on all new business opportunities, which

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