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Letter Of Intent For A Proposed Joint Venture Between American Green ? (american Green Corp) And Futureworld Corp. (futureworld Corp)

Letter of Intent

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FUTUREWORLD ENERGY, INC.. | American Green Corp | FUTUREWORLD CORP FUTUREWORLD CORP | FutureWorld Energy, Inc

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Title: LETTER OF INTENT FOR A PROPOSED JOINT VENTURE BETWEEN AMERICAN GREEN ? (AMERICAN GREEN CORP) AND FUTUREWORLD CORP. (FUTUREWORLD CORP)
Governing Law: Nevada     Date: 6/10/2014

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3637 Fourth Street North, Suite 330

St. Petersburg, FL 33704

Office: 727-498-8514

LETTER OF INTENT FOR A PROPOSED JOINT VENTURE BETWEEN
AMERICAN GREEN ™ (AMERICAN GREEN CORP) AND
FUTUREWORLD CORP. (FUTUREWORLD CORP)

Letter of Intent

This Letter of Intent (“LOI”) summarizes the principal terms and conditions of the proposed Agreement between FutureWorld Energy, Inc., a Nevada corporation located at 3637 Fourth Street North, Suite 330, St. Petersburg, FL 33704 (hereafter “Company” or “FWDG”), and American Green Corp., a Nevada Company located at 1221 W Warner Rd Suite 103 Tempe, AZ 85284 (hereafter “Developer” or “AmGr”), referred to jointly in this document as the “Parties." Subject to the conditions set forth below and to the successful negotiation and execution of a definitive joint venture (“JV”) agreement (the “Agreement”, or “JV Agreement”), which will fully reflect the understanding and agreement of the Parties, the Company and Developer intend to consummate the following Letter of Intent:

Nature of Proposed Agreement

The Developer develops, manufactures and distributes “automated dispensaries”. It has spent the last year developing an "automated dispensary" that will offer the company's proprietary products to qualified adults in the US and around the world under its "American Green" brand. The Company's newly acquired YO! Debit Card has been rebranded as "ZaZZZ" for use in its proprietary machines and will be accepted at participating dispensaries and other select locations who become members of the ZaZZZ Network. The Company intends to engage Developer to provide development services, existing IP owned by the Developer and technology to aid production of legal medical/recreation marijuana dispensing and inventory tracking systems, and associated software (IP), the combined hardware/software product herein referred to as (the “Product”) and to brand Developer’s technology with Company’s CaNNaBoX™ and cross market the “automated dispensaries” around the nation for revenue sharing. The Company

 

 

intends to work with the Developer to lay out specific marketing partnerships setting up regional, national and international strategies designed to achieve to 1000-1500 unit deployment desired by the Developer. The Top Level Design for the Product and its target platform will be discussed in length in the actual JV Agreement. The Parties agree to make every effort to complete the Product according to the JV Agreement.

General Scope

1.

The Parties desire to conduct a business operation together.

 

2.

Each party is willing to make a tangible contribution as an investment to the JV of money to finance the operation, equipment and other assets, securities, Intellectual Property and or other products or services, or a combination thereof.

 

a)

It is agreed that the most desirable form of business for conducting the operation is a Joint Venture to be established for this purpose.

 

b)

Ownership interest by each party in the Joint Venture shall be determined.

 

c)

Contribution by each Party shall be proportional to its ownership interest.

 

3.

For the reason recited above, and in consideration of the mutual terms contained in this LOI, we propose the following:

Contributions

FutureWorld Corp, Inc.

1.

Provide and contribute initial marketing cost for the joint development of the medical/recreational marijuana dispensers nationally under CaNNaBoX™ brand.

 

2.

Technical design support for the development, improvements and integration of business applications, if applicable.

 

3.

Provide limited rights to the Company’s wireless, wireless mesh and other sensor based technologies in order to develop joint applications applicable to the ZaZZZ / CaNNaBoX Machines, if applicable.

 

4.

Sales and marketing of Joint Venture Products regionally, nationally, and internationally.

 

American Green Corp.

1.

Provide the Joint Venture limited rights to patents or the particular IP related to the medical/recreational marijuana dispensing Machines (ZaZZZ). This will include any and all patents derived from the initial joint efforts and any future re-development of the medical marijuana dispensers and associated products and services.

 

2.

Provide Access to Preliminary Source Code for the development of software for the JV products (and access to all future patches or enhancements) and assign limited rights for use of patent to the JV Company for modification and development to enable the development of new applications.

 

 

 

 

3.

Provide Software and Hardware Resources (to be determined), to assist in the development of products and applications.

 

4.

Provide exclusive design and manufacturing services to the JV, internally or externally, required for the Products.

 

5.

Second-line post-sale technical support resources.

 

6.

Post-development technical resources for maintaining and augmenting the dispensaries as needed.

Joint Venture Rights:

1.

The rights to integrate 3 rd party application if required into the jointly developed products and services.

 

2.

American Green will be required to place the source code, patent documentation and intellectual property rights in escrow for the JV to protect future availability in the event of a discontinuation of the product by American Green or a bankruptcy, sale, or acquisition of American Green.

 

3.

JV shall have the rights to market the JV Product under the brand CaNNaBoX™ without limitation other than those imposed by government agencies. These rights shall not ne


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