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JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into this
7th day of August, 1997, by and between Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"),
whose principal place of business is 0000 X. Xxxxxx Xxx, Xxxxx 000 Xxxxxx, XX
00000, and R C Capital ("Capital"), whose principal place of business is at
0000 X. Xxxxxx Xx. Xxxxxx, XX 00000.
WHEREAS, Xxxxxxxx has demonstrated skills in the home improvement business
and the application of siding; and
WHEREAS, Capital deems it to be in its best interest to hire Xxxxxxxx to
render to Capital acquired skills, and
WHEREAS, Xxxxxxxx is ready, willing and able to render such services to
Capital as hereinafter described on the terms and conditions more fully set
forth below.
NOW, THEREFORE, in consideration of the mutual premises and covenants set
forth in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.
Services, Capital hereby contracts for the services of Xxxxxxxx and Xxxxxxxx
hereby accepts and agrees to render services. Xxxxxxxx shall render to
Capital such services as set forth in Exhibit A, attached hereto and by
reference incorporated herein.
It is acknowledged and agreed by Capital that Xxxxxxxx carries no
professional licenses, other than any that may be listed on Exhibit A, and is
not rendering legal advice or performing accounting services, nor acting as
an investment advisor or broker-dealer within the meaning of applicable state
and federal securities.
Time, Place and Manner of Performance. Xxxxxxxx shall be available to the
officers and directors of Capital at all times during normal working hours.
Term of Agreement. The term of this Agreement shall be Perpetual, commencing
on the date of this Agreement, but subject to prior termination as
hereinafter provided.
Compensation. In full consideration of the services to be provide for
Capital by Xxxxxxxx, as fully set forth in Exhibit A, upon execution of this
Agreement, Capital agrees to compensate Xxxxxxxx in the manner set forth on
Exhibit B.
Termination.
(a). Xxxxxxxx' relationship with Capital hereunder may be terminated at any
time by mutual written agreement of the parties hereto.
(b). This Agreement shall terminate upon Capital's dissolution, bankruptcy,
insolvency, inability to meet its current financial obligations.
(c). This Agreement may be terminated by either party upon giving written
notice to the other party if the other party is in default hereunder and such
default in not cured within fifteen (15) days of written notice of such
default.
Work Product. It is agreed that all information and materials produced for
Capital shall be the property of Capital, free and clear of all claims
thereto by Xxxxxxxx and Capital shall retain claim of authorship therein.
Confidentiality. Xxxxxxxx recognizes and acknowledges that it has and will
have access to certain confidential information of Capital and its
affiliates. Xxxxxxxx will not, during or after the term of this Agreement,
disclose, without the prior written consent or authorization of Capital, any
of such information to any person for any reason or purpose whatsoever. In
this regard, Capital agrees that such authorization or consent to disclosure
may be conditioned upon the disclosure being made pursuant to a secrecy
agreement, protective order, provision of statue, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.
Return of Capital upon Termination. Xxxxxxxx agrees to the return of all
paid in capital upon termination and will not compete with capital after
Xxxxxxxx has terminated under Article 5 hereunder until arrangements for the
return of all paid-in capital have been made to Capital's satisfaction.
Disclaimer of Responsibility for Acts of Capital. All final decisions with
respect to acts and omissions of Capital or any affiliates and subsidiaries,
shall be those of Capital or such affiliates and subsidiaries, and Xxxxxxxx
shall under no circumstances be liable for any expense incurred or loss
suffered by Capital as a consequence of such acts or omissions.
Notices. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail to the principal office of each party.
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Waiver of Breach. Any waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any party.
Assignment. This agreement and t he rights and obligations of Xxxxxxxx
hereunder shall not be assignable without the written consent of Capital
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Colorado. The negotiation,
execution, delivery, consummation hereof, and the performance of and
consideration for this Agreement shall be deemed to have taken place in
Denver County, Colorado. Any suit, dispute, litigation, action, claim,
and/or proceeding in connection herewith, the subject matter hereof or
between the parties hereto, will be brought, prosecuted and resolved solely
and exclusively in the courts of the State of Colorado for Denver County or
the United States District Court sitting in Denver County, Colorado. Each
party hereto hereby consents to the personal jurisdiction of the State of
Colorado for all actions, disputes, litigation, claims, suits, and/or
proceedings arising out of this Agreement or the subject matter hereof,
whether based on tort, contract, warranty, misrepresentation, fraud, or
otherwise, in any way related hereto or arising herefrom including, but not
limited to, the termination hereof.
Severability. All agreements and covenants contained herein are severable,
and in the event of any of them shall be held to be invalid by any competent
court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.
Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understandings, agreements and negotiations between the parties.
Waiver and Modification. Any waiver, alteration modification of any of the
provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to
any subsequent occurrences of transactions hereunder.
Attorney's Fees and Costs. In the event of any dispute arising out of the
subject matter of this Agreement, the prevailing party shall recover, n
addition to any damages assessed, its attorneys' fees and court costs
incurred in litigating or otherwise settling or resolving such dispute. In
construing this Agreement, none of the parties hereto shall have any term or
provision construed against such party solely by reason of such party having
drafted the same.
Liquidated Damages. Capital and Xxxxxxxx hereby acknowledge and agree that
any default hereunder by Capital will cause damage to Xxxxxxxx in an amount
difficult to ascertain. Accordingly, Capital agrees that, upon a default of
this Agreement by Capital, Xxxxxxxx shall retain all compensation provided
for under Section 5 as liquidated damages, as Xxxxxxxx' sole legal and
equitable remedy.
Counterparts and Facsimile Signatures. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
By: Xxxxxx X. Xxxxxxxx
RC CAPITAL, INC.
By: X. Xxxx X. Xxxxxx, President
Exhibit B
Capital agrees to invest a minimum of $25,000.00 in commercial Exterior
Consultants, in consideration of duties performed in Exhibit A by Xxx
Xxxxxxxx. Said investment of $35,000.00 plus any additional investment
entitles Capital to 50% of profits of Commercial Exterior Consultants
Excluding Xxxxxxxx salary. Any capital contributed in excess of $25,000.00
is to be paid back before distribution of profits.
