JOINT VENTURE AGREEMENT
ARTICLE I
INTRODUCTION
Section 1.1. This Agreement is entered into as of February 26, 2001, by, among
and between Stereo Vision Entertainment, Inc., a Nevada corporation, 000 x. Xx
Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, on the one hand ("Stereo
Vision"), Wilfield Productions, a partnership, 0000 00xx Xxxxxx Xxxxx,
Xxxxxxxxx, Xxxxxxxxx, 00000, on the other hand ("Wilfield"), for the purpose of
carrying on a joint venture.
ARTICLE II
PURPOSE OF JOINT VENTURE AND NAME
Section 2.1. The purpose of the joint venture shall be to produce or acquire
music recordings for the purpose of commercial distribution.
Section 2.2 It is understood and agreed that Stereo Vision will develop the
means, resources and capabilities to promote, market, sell and distribute music
recordings produced by Wilfield Productions.
ARTICLE III
DUTIES & CONTRIBUTION OF THE PARTIES
Section 3.1. Stereo Vision shall provide all necessary financing for the
production of said music recordings not to exceed $80,000.00 per album, it is
the intention of the parties that a maximum number of thirteen (13) albums are
to be produced during the term of this Agreement. Wilfield shall be responsible
for the actual production of the musical projects, including but not limited to,
the providing of skill, labor, equipment and services to effectuate the complete
production of the musical projects contemplated in this Agreement. Furthermore,
Wilfield shall be responsible for all financial record keeping, reporting and
bookkeeping and shall make said records available to Stereo Vision, or its
designated agents, upon reasonable notice.
Section 3.2. Contributions/Funding
a. The funding of each recording project by Stereo Vision will be made pursuant
to the production schedule or acquisition schedule of each album project as set
forth by Wilfield.
Section 3.3. Effect of Failure To Make Contributions. If Stereo Vision fails to
make a contribution to fund any project provided for in this Agreement, either
party shall have the right to terminate the joint venture and divide the profits
and losses as set forth herein below.
Section 3.4. Interest on Capital Contributions. No Venturer shall receive, or be
entitled to receive, interest on its contributions to the capital of the Joint
Venture.
Section 3.5. Issuance of Stock to Wilfield. As additional consideration, and in
order to induce Wilfield to enter into the joint venture, upon execution of this
Agreement by the parties hereto, Stereo Vision shall issue and deliver to
Wilfield 400,000 shares of Stereo Vision common stock.
ARTICLE IV
OWNERSHIP OF VENTURE PROPERTY
Section 4.1. Title to Property. The ownership of all recorded product shall be
held in the name of Stereo Vision/Wilfield Company.
Section 4.2. Interest in Property. The beneficial interest of each party in such
property, unless changed pursuant to the terms of this Agreement shall be as
follows:
Stereo Vision Entertainment, Inc. - 51%
Wilfield Productions - 49%
ARTICLE V
TERM
Section 5.1. This Agreement shall commence as of the date set forth herein above
and shall continue until one party shall give the other party ninety (90) days
written notice of its election to dissolve the joint venture relationship or in
accordance with the provision set forth in Section 11.1. of this Agreement.
ARTICLE VI
DISTRIBUTIONS: ALLOCATION OF PROFITS AND LOSSES
Section 6.1. Division or Share of Profits. Any profits of the joint venture
shall be allocated among the joint ventures in the following percentages unless
that percentage is changed pursuant to the terms of this Agreement:
Party Percentage Allocation
Stereo Vision Entertainment, Inc. - 51%
Wilfield Productions - 49%
Within ninety (90) days after the end of each fiscal year of the joint venture
or within thirty (30) days after approval of the audited accounts, the parties
shall meet to determine the distribution of all or a portion of the joint
venture profits, if any.
Section 6.2. Calculation of Profits. For the purposes of this Agreement, the
profits of the joint venture shall be calculated as follows:
a. After contributions in money or property by Stereo Vision have been recouped
from earnings, any remaining income shall then be distributed to the parties in
their respective percentage proportion as set forth above in Section 6.1.
Section 6.3. Apportionment or Share of Loss. Should a loss be sustained as a
result of the joint venture, the parties shall bear the loss in the following
percentages:
Party Percentage Allocation
Stereo Vision Entertainment, Inc. - 51%
Wilfield Productions - 49%
ARTICLE VII
MANAGEMENT STRUCTURE
Section 7.1. Management of the Joint Venture. All decisions affecting the
policies and management of the joint venture will be made by Wilfield as a
normal course of daily management.
ARTICLE VIII
BOOKS AND RECORDS
Section 8.1. Proper and complete books and records of account of the joint
venture business shall be kept at the joint venture's principal place of
business and shall be open to inspection by any party or its accredited
representative(s) at any reasonable time during business hours. The books and
records shall be maintained in accordance with generally accepted accounting
practices for this type of business.
ARTICLE IX
JOINT VENTURE FUNDS
Section 9.1. All joint venture funds allocated for production or acquisition
shall be deposited in Wilfield Productions name bank account upon receipt from
Stereo Vision.
ARTICLE X
CONFIDENTIALITY
Section 10.1. Definition. For the purpose of this Agreement, "Propriety
Information" shall include all information designated by any joint venturer,
either orally or in writing, as confidential or proprietary, or which reasonably
would be considered proprietary or as confidential to the business contemplated
by this Agreement, including but not limited to suppliers, marketing and
technical plans, plans for products and ideas and proprietary techniques and
other trade secrets. Notwithstanding the foregoing, "Proprietary Information
shall not include information which (i) is publicly known at the time of its
disclosure, (ii) is lawfully received from a third party who is not subject to
any confidentiality agreement, or (iii) is published or otherwise made known to
the public by a person other than a party to this Agreement.
Section 10.2. No Disclosure, Use, or Circumvention. No joint venturer shall
disclose any Proprietary Information to any third parties and will not use any
Proprietary Information in that joint venturer's business or any affiliated
business without the prior written consent of all other joint venturers, and
then only to the extent specified in that consent. Consent may be granted or
withheld at the sole discretion of any joint venturer. No joint venturer shall
contact any suppliers, customers, employees, affiliates or associates to
circumvent the purposes of this provision.
Seciton 10.3. Maintenance of Confidentiality. Each joint venturer shall take all
steps necessary or appropriate to maintain the strict confidentiality of the
Proprietary Information and to assure compliance with this Agreement.
ARTICLE XI
TERMINATION
Section 11.1. Date of Termination. This Agreement shall be terminated on the
earlier to occur of:
a. The mutual agreement of all of the parties to this Agreement.
b. Any act or event which makes the continuation of the business of the joint
venture impossible or impracticable.
c. The bankruptcy or insolvency of any of the parties to this Agreement, or
Section 11.2. Effect of Termination. On the termination of this joint venture,
the joint venture shall be dissolved and wound up in accordance with the
provisions of the California Uniform Partnership Act (Corporations Code sections
16100 et seq.), except as otherwise specifically provided in this Agreement or
any amendment to this Agreement.
ARTICLE XII
ALTERNATIVE DISPUTE RESOLUTION
Section 12.1. Any dispute arising under this Agreement, or under any instrument
made to carry out the terms of this Agreement, shall be first submitted to
mediation. If the matter cannot be resolved at the mediation, then the matter
shall be submitted to binding arbitration in accordance with the arbitration
laws of the State of California (Code of civil Procedure sections 1280 et seq.)
and under the commercial arbitration rules of the American Arbitration
Association in Los Angeles, California, and judgment on any award entered
therein shall be entered into any court of competent jurisdiction over the party
charged by such award.
ARTICLE XIII
DISSOLUTION
Section 13.1. On any dissolution of the joint venture under this Agreement or
applicable law, except as otherwise provided in this Agreement, the continuing
operation of the joint venture business shall be confined to those activities
reasonably necessary to wind up the joint venture affairs, discharge its
obligation sand preserve and distribute its assets. The valuation of the assets
for dissolution purposes shall be fixed by an audit to be performed by Xxxxxxxx,
Xxxx & Company, certified public accountants, and whose determination of the
value of the assets shall be binding on the parties.
ARTICLE XIV
NOTICES
Section 15.1. All notices to the joint venturers pursuant to this Agreement
shall be in writing and shall be deemed effective when given by personal
delivery or by certified mail, return receipt requested to the address indicated
in paragraph one (1).
ARTICLE XV
APPLICABLE LAW
Section 16.1. To the extent not otherwise provided in the Agreement, the terms
of this joint venture and the relationship of the joint venturers to each other
shall be governed by the provisions of the California Uniform Partnership Act
(Corporations Code sections 16100 et seq.), and any amendments or successor
statute to that Act.
ARTICLE XVI
MISCELLANEOUS PROVISIONS
Section 17.1. Indemnification. It is agreed and understood that Stereo Vision
hereby indemnifies and holds harmless Wilfield and the joint venture from any
and all claims or recourse taken by others that may arise as they relate to the
duties, responsibilities, obligations and otherwise general performance of
Stereo Vision.
Section 17.2. Amendments. This Agreement may be amended only by the written
agreement of all of the joint venturers.
Section 17.3. Counterparts. This Agreement may be executed in two (2) or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one counterpart has been signed by each party and
delivered to the other party hereto.
Section 17.4. Assignment. The respective rights and obligations of the parties
to this Agreement may not be assigned by any party without the prior written
consent of the other, which consent may not be unreasonably withheld or delayed.
Section 17.5. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement and
supersedes all prior agreements, oral and written, between the parties to this
Agreement with respect to the subject matter of this Agreement.
Section 17.6. Modification and Waiver. This Agreement may not be amended,
modified, or supplemented except by written agreement in writing signed by the
party against which the enforcement of the amendment, modification, or
supplement is sought. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision. No waiver shall
be binding unless executed in writing by the party making the waiver.
Section 17.7. Attorney Fees. If any legal action or other proceeding is brought
to enforce the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorney fees and other costs incurred in the
action or proceeding, in addition to any other relief to which the prevailing
party may be entitled.
Section 17.8. Severability. In the event any provision of this Agreement is
deemed to be invalid, illegal, or unenforceable, all other provisions of the
Agreement that are not affected by invalidity, illegality, or unenforceability
shall remain in full force and effect.
This Agreement represents the full and complete understanding of the joint
venture, replacing and superceding any other agreement between Stereo Vision and
Wilfield Productions.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
STEREO VISION:
STEREO VISION ENTERTAINMENT, INC., a Nevada Corporation
By:
President
WILFIELD:
WILFIELD PRODUCTIONS
By:
Xxxxx Xxxxxxxx
Its:
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By:
Xxxxx Xxxxxxxxxxx
Its:
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