JOINT VENTURE AGREEMENT TERM SHEETJoint Venture JV Agreement |
|
|
You are currently viewing: This Joint Venture JV Agreement involves
BLUE HOLDINGS, INC.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Joint Venture JV Agreement by:
EXHIBIT 10.27
JOINT VENTURE AGREEMENT
TERM SHEET
-------------------------- -----------------------------------------------------
PURPOSE: Design, development, manufacturing and wholesale
distribution of the "Life and Death" apparel line.
(the "Product Line")
-------------------------- -----------------------------------------------------
PARTIES: Blue Holdings, Inc. ("BLHL") - 50% membership
interest Phillipe Naouri ("PN") - 25% membership
interest Alex Caugant ("AC") - 25% membership
interest
-------------------------- -----------------------------------------------------
INITIAL CAPITAL PN and AC have invested an undetermined amount for
CONTRIBUTION: the initial development and launch of the Product
Line, which, once determined, shall be considered as
their collective Initial Capital Contribution. As its
Initial Capital Contribution, BLHL will contribute
the same amount, and the BLHL contribution may be
used as working capital.
-------------------------- -----------------------------------------------------
ADDITIONAL CAPITAL: The Operating Agreement of Newco shall contain a
mechanism for "Additional Capital Calls".
Notwithstanding the foregoing, no member shall be
required to contribute additional capital and no
members percentage interest shall be diluted by such
member's refusal to contribute additional capital.
Each such Additional Capital Call shall require the
unanimous consent of the members, and any such
contributions shall be made by the members in
accordance with their respective membership
interests. Prior to making a capital call, the
managers shall meet in good faith to determine the
necessity and the amount of any such call.
-------------------------- -----------------------------------------------------
In the event that additional working capital is
needed, but the members do not wish to make an
Additional Capital Call, then any member may, but
shall not be required to, lend funds to Newco, which
such loan shall be evidenced by a promissory note
with interest payable at prime plus 1% and which
shall contain other standard terms and conditions,
all of which must be approved by the managers.
-------------------------- -----------------------------------------------------
PROFITS & LOSSES: The members shall share profits and lo
