JOINT VENTURE AGREEMENT

April 11, 2023

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the “Agreement” or this “Joint Venture Agreement”), is made and entered into as of this _____________________ [DATE], by and between DBA Luka Science of ____________________(Enter Address) and All Star Code of ___________________________ (Enter Address). Individually referred to as “Party” and collectively “Parties”.

RECITALS:

WHEREAS, DBA Luka Science is a creative agency that will like to donate its proceeds to All Star Code;

WHEREAS, All Star Code is a non-profit organization that teaches inner city youth about coding;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the parties hereto agree as follows:

  1. PURPOSE

The Joint Venture shall be for the purpose of obtaining funds for All Star Code Community through selling of Digital Images by DBA Luka Science and donating the proceeds to All Star Code. DBA Luka Science will promote the partnership on social media, email newsletters and paid ads.

  • PARTY OBLIGATIONS

The Parties hereto shall each perform the following responsibilities:

  • DBA Luka Science’s Obligations.
  • Sell 505 NFTs (digital images); whereby 5 NFTS will be sold for 1 ETH (cryptocurrency) and 100% of the proceeds will be donated to the non-profit and the other 500 NFTs will be sold for .03ETH and will only yield 15% of the proceeds to the non-profit.
  • The 5 NFTs will have All Stare Code’s branding and they will be auctioned off with bids starting at 1 ETH. All Star will receive 100% of sales.
  • 30 of the NFTs will be sold for 500 and they will have All Star Code’s unique branding. All Star will receive 50% of sales.
  • 10 of the NFTs will be sold for 1 ETH. These will not include All Star Code’s barnding and they will only receive 15% of the proceeds.
    • All Star Code’s Obligations
  • Set up a crypto currency wallet where all funds will be automatically transferred to as users make payment.
  • Utilize the funds donated wisely for the purpose of promoting youth education.
  • PAYMENT TERMS

Payments will be automatically made via Blockchain. DBA will send the All Star Code funds at the end of each week as the campaign will be running. The NFTs will be up for sale for an undefined period of time and DBA will provide 15% of initial sales as long as they are on sale.

The 15% will not include royalties from secondary sales. DBA will get 10% every time an NFT is sold.

  • NON-EXCLUSIVITY

No exclusivity is formed by virtue of this Joint Venture Agreement and neither Party shall be obligated to make offers to the other related to any business.

  • TERM AND TERMINATION

This Agreement shall commence on the date first written above and remain in full force and effect for an initial period of ________________ (the “Initial Term”).

Neither Party shall have the right to terminate this Agreement at any other time, unless such termination is mutually assented to by the Parties hereto. The Joint Venture shall terminate upon termination of this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS OWNERSHIP

DBA Luka Science owns all right, title and interest, including all related intellectual Property Rights, in and to the digital images. This Agreement is not a sale and does not convey to All Star Code any rights of ownership in or related to the digital images or the Intellectual Property Rights owned by DBA Luka Science.

  • NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.  

  • FURTHER ACTIONS

The Parties shall execute any documents and take all appropriate actions as may be necessary to give effect to the Joint Venture.

  • ASSIGNMENT

Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement.  Any such attempted assignment without written consent will be void.  This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.

  1. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflicts of law principles.

  1. DISPUTE RESOLUTION

Any disputes between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith through mediation. If mediation fails, the Parties agree to submit the dispute to the jurisdiction New Jersey courts.

  1. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.

  1. SEVERABILITY

The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

  1. NOTICES

All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above.

  1. HEADINGS

Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

  1. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof.  This Agreement may not be modified in any manner except by written amendment executed by each Party hereto.

In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed and delivered as of the date first written above.

Name:  ____________________

Signature: ______________________

Date: _______________________

Name: _________________

Signature: _________________

Date: ___________________

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