JOINT VENTURE AGREEMENT

Dated as of the                         day of                                            2021

JOINT VENTURE AGREEMENT

-between-

NUVIAN ENTERPRISES INC

­­­­­­­­­­­­ (“NEI”)

-and-

CAROLINA TECH LLC

(“CTL”)

For a Facebook marketplace

THIS AGREEMENT is made on the …….…… day of………….…………20…….…, entered into by and between Nuvian Enterprises Inc “NEI” of……………(address)…………………………. Florida, and Carolina Tech Llc “CTL” of ……………(address)………………………… North Carolina (collectively referred to herein as the “Parties” or individually as the “Party”).

BACKGROUND

(A)           The parties are independent businesses looking to have a joint venture for a Facebook marketplace.

(B)           The Joint Venture shall carry on business per the terms and conditions of this agreement.

(C)           The parties shall exercise their rights concerning the Joint Venture under the terms and conditions of this agreement.

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
   1. In this Agreement:
2. “Agreement” means this Agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
3. Capital Contributions means, for any Party at the particular time in question, the aggregate  amounts of cash (as agreed upon by the Parties) contributed to the Joint Venture, or, if the context in which such term is used so indicates, the amounts of cash agreed to be contributed, or requested to be contributed, by such party to the Joint Venture;
4. “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;
5. Joint Venture means the Joint Venture constituted and formed by this agreement;
   1. In this agreement, unless the context otherwise requires, any reference to:
6. the singular includes the plural and vice versa;
7. a person includes reference to a body corporate or other legal entity;
8. any written law includes that law as amended or re-enacted from time to time;
9. any agreement or other document includes that agreement or other document as varied or replaced by the Parties in writing from time to time;
10. a clause is to the relevant clause of this agreement;
11. any Party includes that party’s successors and assigns.
    1. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.
    1. Identifying certain breaches in this agreement as being “Material” does not indicate that only those breaches are material.
    1. Where the agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly.  Parties may conduct routine communications relating to the performance of this agreement by electronic mail.

• PRELIMINARY MATTERS

The Parties agree that within………………….days of execution of this agreement and in any event before the Commencement Date, they will incorporate a Special Purpose Vehicle for the Joint Venture, which will further reflect the parties’ intentions, obligations, and liabilities.

• BUSINESS OF THE JOINT VENTURE

3.2  Each party shall use its reasonable endeavors to promote and develop the business to the best advantage of the Joint Venture.

• COMMENCEMENT AND DURATION

This agreement shall come into force upon execution and shall continue perpetually until termination by either party subject to clause 9.

• FINANCES
  • NEI will make all capital contributions.
  • Parties will split the profit 50/50, equating to 80% of revenue, which NEI will fund, 10% profit for CTL, and 10% profit for NEI.
  • All deposits from the Joint Venture will be deposited to CTL, who will transfer 90% of deposits to NEI at least after every two deposits but no longer than seven days. This 90% covers the 80% of products that NEI will fund and its 10% profit, leaving CTL with 10% profit in their account.

• TAX OBLIGATIONS

Each party will be 50 % liable to pay the Joint Venture taxes.

• INTELLECTUAL PROPERTY

The parties agree that any ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to their independent business (NEI AND CTL) shall be deemed to be the exclusive property of the independent businesses unless otherwise agreed in writing and signed by the parties.

• DISPUTE RESOLUTION

If any dispute arises between the Parties related to this agreement, it shall be resolved by negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the jurisdiction of the Courts.

• TERMINATION

9.1. Either Party may terminate this agreement at any time upon giving the other party no less than 30 days’ notice in writing.

9.2. The termination of this agreement shall not discharge the liabilities accumulated by either party.

9.3. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. VARIATION OF THE AGREEMENT

Either party may request variations to the agreement.  The Parties shall enter into discussions to agree on any required changes.  Such variations will only be effective if agreed in writing, signed by the Parties, and recorded.

1. FORCE MAJEURE
   1. For the purposes of this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
   1. Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees or by a failure to observe good professional practice.
   1. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
   1. The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of or default under this agreement insofar as such inability arises from an event of Force Majeure, provided that the party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all intending to carry out the terms of this agreement.
   1. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such party’s inability to fulfill its obligations hereunder with a minimum of delay.  The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
   1. A Party affected by an event of Force Majeure shall notify in writing the other party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
   1. Not later than fourteen (14) days after a party, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other to agree on appropriate measures to be taken in the circumstances.

1. CONFIDENTIALITY

The parties shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Joint Venture Agreement, whether such information or matter is stated to be confidential or not, without the express written consent of the parties.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or the right at any time subsequently to enforce all terms and conditions of this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable. In that case, the Parties shall amend that provision in such a reasonable manner as achieves the Parties’ intention without illegality or at the parties’ discretion, it may be severed from this agreement, and the remaining provisions of this agreement shall remain in full force and effect.

1. GOVERNING LAW

 Florida and North Carolina State Laws shall govern the construction, validity, and performance of this agreement.

IN WITNESS WHEREOF, each of the Parties has executed this Joint Venture Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.