Exhibit 10.2.3
JOINT VENTURE AGREEMENT
This Agreement is entered into effective October 9, 2003, by and between Nu Age
Electric Inc. (NUAGE) a Nevada Corporation, with Xx. Xxx Xxxxxxx President and
Hero Motors with Xxxxxx X. Xxxxxx Managing Director.
WHEREAS, NUAGE holds and possesses certain rights to sell, market and otherwise
distribute products resulting from technologies related to integrated power
systems based on semi-conductor design and engineering principles, that can be
used to develop a modular and systems approach to generate, store and supply
energy to propel vehicles and to power products. ("Technology");
WHEREAS, HERO has expertise in manufacturing vehicles utilizing electric motor,
controller and charger systems, propulsion systems product development,
marketing, and advertising and has an established clients base requiring
electric propulsion systems; and
WHEREAS, NUAGE and HERO desire to emer into a business relationship to produce
integrated electric propulsion systems that combine NUAGE's "Technology" with
HERO's vehicles which electric motors, controller and charger systems and market
the vehicles to the established client base while building new markets.
NOW THEREFORE, the parties agree as follows:
1. Establishment of a Joint Venture Company.
The parties shall form a new company that shall be called NU AGE ELECTRIC
Propulsion Systems International, LLC ("NU AGE PROPULSION"). NU AGE PROPULSION
will be established as a Limited Liability Company in the State of Nevada, with
ownership shared equally between HERO and NU AGE. (the Members).
2. That the purpose of the Joint Venture in to promote the Integrated Electric
Propulsion Systems for two (2) and three (3) wheeled vehicles, (cycles &
scooters), while providing a business entity responsible for managing the
integration of the propulsion systems and conducting sales and distribution
activities.
3. Obligations of NUAGE.
NUAGE shall provide the rights necessary to manufacture the two (2) and three
(3) wheeled vehicles, (cycles and scooters) in India, in the form of a License
Agreement.
NUAGE shall provide the right to distribute, sell and otherwise market the two
(2) and three (3) wheeled vehicles, (cycles and scooters), worldwide, in the
form of a License Agreement.
4. Obligations of HERO.
HERO shall provide manufacturing of vehicles and integration with propulsion
systems. HERO shall pay a one-time license fee in the amount of $3,000,000.00
USD to NUAGE upon execution of this Agreement for the right to manufacture
vehicles with the propulsion systems.
5. Representations and Warranties of NUAGE and HERO.
NUAGE represents and warrants that it has sufficient rights to the Technology
covered by this agreement and the right to transfer the right for transactions
as contemplated herein. HERO represents and warrants that it has the exclusive
rights to their Technology covered by this agreement and the right to transfer
the exclusive right for transactions as contemplated herein.
6. Obligations of NUAGE and HERO.
NUAGE will provide the technology necessary to produce integrated power systems
design and modular and systems approach to generate, store and apply energy to
propel vehicles (battery systems). HERO will provide the necessary components
required for the production of Propulsion Systems and vehicles, as well as
access to its existing clients and any new prospective clients who might be
receptive to the new Integrated Propulsion Systems and vehicles.
7. Revenue
It is contemplated that revenue will be derived through direct contract or
payments and royalty payments derived from sales of Integrated Electric
Propulsion Systems NU AGE PROPULSION, with the assistance of NUAGE and HERO,
shall determine the designed sales, licensing, or royalty structure. NU AGE
PROPULSION shall negotiate for and obtain the appropriate agreement. The
Members' approval will be required for any final agreement, but approval shall
not be unreasonably withheld.
8. Revenue Sharing
A. All transactions that involve sales will be subject to royalty or other
payments as may be negotiated. The Members will manage operating costs of NU AGE
FROM ILSION and the parties will share equally in the revenues generated.
B. Compensation shall be paid whether the technologies are sold separately or
incorporated into other products, including third party products.
C. Unless otherwise agreed to by the parties, where the revenue is received by
NU AGE PROPULSION, 90 percent of the net revenue received will be distributed to
the Members. Payment shall be paid within 30 calendar days from receipt of
payment. The balance of 10 percent will retained by NU AGE PROPULSION as
operating capital.
D. In the event of termination, royalties shall continue to be allocated to be
Members as provided under this agreement as to agreements in place as of the
date of termination.
9. Expenses.
Each party will be responsible for its operational expenses in this joint
venture. The parties in proportion to the compensation provision of this
agreement will share general administrative and other costs of the joint
venture.
10. Term.
The initial term of this agreement shall be for 3 years. If, during the initial
performance period, prospective clients show positive interest, or a contract is
awarded, negotiations are underway, or a license for the production of products
is entered into with third parties where royalties are paid, this agreement will
continue in effect and shall renew automatically on the annual basis from the
date of execution.
11. Special Provisions.
A. Name and Marks. NUAGE shall retain full rights and ownership to the name NU
AGE and any associated marks. However, they may be used to advance this
agreement.
12. Other instruments. The parties hereto agree to execute any other or
additional instruments and documents necessary or convenient to carry out the
purposes of this Agreement.
13. Indemnification. Each party hereto shall indemnify and hold harmless to
other party from or rising out of, any negligence, misconduct, or illegal act on
its part in the course of performing this Agreement.
IN WITNESS HEREOF, the parties hereto have entered into this Agreement on the
day and year first written above.
NU AGE Electric Inc.
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
President
HERO Motors/Cycles
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Managing Director
