JOINT VENTURE

This Joint Venture (hereinafter referred to as the “Agreement/Venture”) is made on
__________________20___ Between Seventh Marketing Inc. (SMI), a North
Carolina corporation (hereinafter referred to as “SMI”) and __________________
(MME), a New York corporation (hereinafter referred to as “MME”). Together referred
to as the “Parties”.
1. General purpose.
The general purposes of the venture are to market and sell Aerus’ ActivePure®
technology inline and portable air purification systems (Air Products), to prospective
clients introduced by MME through its network.
2. Name.
The activities and business of the Venture shall be conducted under the name
____________ in ___________ and under any variations of this name that are
necessary to comply with the laws of other states within which the Venture may do
business or make investments.
3. Place of business.
The principal place of business of the Venture shall be ___________________.
4. Term.
The Venture shall begin on the date signed by the parties below (hereinafter referred
to as the “Effective Date”) and continue indefinitely unless otherwise terminated or
the Venture ceases to exist.
5. Obligations.
The parties herein agree to the following respective obligations and duties: –
The SMI will; –
i. Be the primary contact for SMI with clients, however, MME will be copied on
all direct correspondence
ii. Be responsible for all sales presentations to prospective clients
iii. Be responsible for managing financial accounts and providing monthly reports
iv. Be responsible for managing shipping/fulfillment of all equipment
v. Be responsible for managing legal on all contracts, and other legal matters
vi. Be responsible for delivering preferred distributor wholesale pricing. (For
example, $399 Pure & Clean Air Purification units [Normal wholesale pricing
is $599. MSRP $1,499])

vii. Be responsible for delivering preferred distributor wholesale pricing on all
other Air Products the JV may distribute, and
viii. Indemnify and hold MME harmless from any claims that SMI is NOT within its
legal right to participate in a venture.
The MME will; –
i. Engage and interact with prospective clients, and be the Primary Contact for
all MME referred clients
ii. Identify and introduce clients to SMI and set up all required meetings
iii. Advise and assist SMI on all prospect deal strategies and engagement
iv. Have access to both the P&L and Balance Sheet for the JV on demand for
MME, and its clientele including but not limited to Brand Ambassadors and
Consultants
v. Be responsible for reviewing and internally signing off on all contracts, and 2
Indemnify and hold SMI harmless from any claims that MME is NOT within
their legal right to participate in a venture.
6. Proceeds.
Parties agree that on MME related contracts, the venture will distribute the proceeds
as follows; –
 Gross Income will be shared equally 51/49 by MME and SMI after deducting
the Operational Expenses (SG&A) from Gross Profit.
 The Operational Costs (SG&A) will include any and all preapproved T&E,
marketing expenditures, standard accounting costs, legal and consulting
services; the goal is not to exceed 15% for SG&A without approval by the
Parties.
 In the event of a client non-payment event, resulting in the Venture not paying
or timely paying its AP to any lender involved in underwriting its orders, MME
and SMI will share equally in any additional costs incurred to recover the non-
payment. For example, additional cost of capital from lender until client
payment is made, collection expenses incurred in recovering client payment,
or other costs agreed to by the Parties.
 Proceeds from client orders, and any reorders, will be distributed from the
following payments received from the client, on or before the 15 th of the
following month upon receipt of paid invoices, unless otherwise agreed to by
the Parties.
7. Venture Account.

All venture funds shall be deposited in its name in such checking accounts or
accounts designated by the parties. All withdrawals are to be made upon checks
signed by either party.
8. Confidentiality and Non-Disclosure.
Until such time as the parties enter into a separate Confidentiality and Non-
Disclosure Agreement, the parties agree to maintain the confidentiality of any
Proprietary or Confidential information disclosed or learned during the venture, as it
would their own confidential and proprietary information; and shall not use the
Confidential Information other than for the purposes of the venture, without the
specific prior written authorization of the other Party.
9. Non-Competition and Non-Circumvention.
During the term of this venture or subsequent agreement, the parties agree not to
directly compete against each other in offering and developing similar Projects in the
designated Venture geographic market(s), without the express written permission of
the other.
Upon the expiration of any term, non-renewal, or in the event of mutual termination,
the parties agree not to directly compete against each other in offering and
developing similar Projects for a reasonable time, but not more than six months,
without the express written permission of the other.
During the term of this Venture or subsequent agreement, or upon the expiration of
any term, non-renewal, or in the event of mutual termination, the parties agree not to
otherwise circumvent each other by attempting to pursue the same or similar Project
or agreements with any of the parties’ providers, partners, vendors, clients, or others
associated with this Project or current businesses, without the express written
permission of the other.
10. Governing Law.
This Agreement shall be construed, governed, interpreted, and applied according to
the Laws of ___________.
11. Severability.
In the event a court of competent jurisdiction declares any term or provision of this
Agreement to be invalid or unenforceable for any reason, this Agreement will remain
in full force and effect and either:
a. The invalid or unenforceable provision(s) will be modified to the minimum
extent necessary to make such provision(s) valid and enforceable; or

b. If such a modification is not possible, this Agreement will be interpreted as if
such invalid or unenforceable provision(s) were not a part of this Agreement.
12. Waiver.
The waiver by either party of the breach of any covenant or provision in this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by either party.
13. Notices.
All notices, requests, demands, and other communications hereunder shall be in
writing and delivered personally, by email, by facsimile transmission, or sent by
registered or certified United States mail, return receipt requested with postage
prepaid, to the Joint Venturers at their respective addresses shown below.
Any party hereto may change its address upon 10 days’ written notice to any other
party hereto
14. Amendment.
This agreement can only be amended with the written consent of all parties and
having the amended agreement executed by both parties herein.
15. Entire Agreement.
This instrument contains the entire Agreement between the parties and supersedes
ant agreement or promises made prior between the parties.
IN WITNESS WHEREOF, the parties hereunto set their signatures and
acknowledged this Agreement as the date first above written.
Signed by the Representatives of
Seventh Marketing Inc.; –
Signature:
__________________________
Name:
______________________________
Date:
______________________________
Email Address:
_____________________

Signed by the Representative of
_______________; –
Signature:
__________________________
Name:
______________________________
Date:
_______________________________
Email Address:
_____________________

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