XsentreK Inc. Corporation
Joint Venture Agreement
Memorandum
To: / INVESTOR(S)
From: XsentreK Inc. Corporation
Date:
Subject: Joint Venture Agreement
Attached to this memorandum is our Joint Venture Agreement. Please review it carefully. Do not sign
the Agreement. We need to sign it in the presence of a Notary Public who will then notarize the
Agreement. The bank, amongst others, requires this Agreement and it sets the terms under which we
will conduct business through the Joint Venture.
XsentreK Inc. Corporation
Joint Venture Agreement
XsentreK Inc. Copyright 1999-2022, All Rights Reserved Updated as of: 09/14/2022
XsentreK Inc. Corporation Joint Venture Agreement
This Agreement is effective as of SEPTEMBER 14, 2022 and between “ “ &
, and the XsentreK Inc. Corporation, referred to as “ ” Joint Venture
Partners," under the following provisions.
The Parties agree to as follows:
1. Agreement Definitions
1.1 "Initial Capital" refers to the capital sought by ““ ”” from
“ ” sources
1.2 "Net Profits" means the net profits of the Joint Venture as determined by generally
accepted cash accounting principles for the time period from the commencement of
the business.
2. Organization
For and in consideration of the mutual covenants contained in this Agreement, the Joint
Venturers form, create and agree to associate themselves in a joint venture, referred to in
this Agreement as the “Venture.” Following the execution of this Agreement, the JV
Partners shall execute or cause to be executed and filed any documents and
instruments with any appropriate authorities that may be necessary or appropriate to
comply with all requirements for the formation and operation of a joint venture in the
State of California.
and XsentreK Inc. Corporation will voluntarily associate themselves
together as XsentreK Inc. Joint Venture Partners for conducting the general business of
development, promotion, management, and other such related activities as may pertain
to the same. The scope of this joint venture is site specific and will be specified in detail in
the “ ” Scope of Work. The Scope of Work and/or Projects
may be expanded at any future time by the agreement of both parties.
3. Name
The activities and business of the Venture shall be conducted under the name of
“ ” in California 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.
4. Business Purpose
The principal place of business of the Venture shall be
”. Additional places of business may be located
elsewhere. The Purpose of the Joint Venture shall be for the parties to partner with
regard to “ ”.
XsentreK Inc. Corporation
Joint Venture Agreement
XsentreK Inc. Copyright 1999-2022, All Rights Reserved Updated as of: 09/14/2022
5. Term of the Agreement. This Joint Venture shall commence on the date first above
written and shall continue in existence for a period of 17 months or until terminated,
liquidated, or dissolved by law or as hereinafter provided.
6. Initial Capital
6.1 “ ” will contribute initial donations toward event
presentation.
6.2 Seed Capital in the sum of One Million Dollars, to be repaid in Seventeen Months in
the final amount of Two Million Dollars.
7. Income
“ ” Joint Venture incomes will come from the following sources
from the initial “ ” location:
7.1 12 Concert Series Promotion Tour Proposal
7.2 Distribution Deal with Artists
8. Capital Withdrawals
The “ ” Joint Venture Partners will establish a mutually agreed
financial institution business checking account for the “ ”
VENTURE in which all initial capital and proceeds will be deposited. No
“ ” Joint Venture Partner may withdraw any portion of the
earned capital of the “ ” Joint Venture business checking
account, borrow against any asset of the “ ” Joint Venture
business checking account, or otherwise encumber any asset of the
“ ” Joint Venture business checking account without the
express written consent of the other “ ” Joint Venture Party.
9. Books of Account
9.1 At all times during the continuance of the “ ” Joint Venture,
the Partners will keep accurate books of account in which all matters relating to the
“ ” Joint Venture, including all income, expenditures, assets
and liabilities of the “_ ” Joint Venture will be entered.
9.2 The “ ” Joint Venture will maintain checking or other
accounts in a bank or banks as the Partners will determine, and all funds received by
the “ ” Joint Venture will be deposited. Withdrawals will
require all Partners’ signatures.
9.3 All books of account will be kept on a Cash basis.
9.4 “ ” Joint Venture books of account will be kept accurately
and will include records of all “ ” income, expenses,
assets, and liability. Each Partner will have the right to inspect all
“ ” Joint Venture books of account.
10. Accounting
A complete accounting of the XsentreK Inc. Joint Venture affairs as of the close of
business on the last day of the Month will be provided to each XsentreK Inc. Joint
Venture Partner within ten (10) days. On the accounting being made, the Net Profits and
losses of the XsentreK Joint Venture will be distributed to the Partners as provided in this
XsentreK Inc. Corporation
Joint Venture Agreement
XsentreK Inc. Copyright 1999-2022, All Rights Reserved Updated as of: 09/14/2022
Agreement or by subsequent Agreement. Except as to manifest errors brought to the
other Partner within ten (10) days after its rendition, each such accounting will be final
and conclusive as to the Partners.
11. Distribution of Profits and Losses
11.1 All Net
Profits or losses that may accrue to the “ ” Joint
Venture will be distributed /shared as follows:
Client will earn % of Event Gross Revenues
XsentreK Inc. will earn % of Event Net Revenues.
Investors will earn % of Event Net revenue.
Charitable Organizations will earn % of Gross Donations as agreed under
Fiscal Sponsorship Agreement, Sponsor shall be entitled to deduct from each
separate cash award of funds received from donors an administrative fee of
of the amount of such award.
11.2 It is understood that all entities are responsible for any encumbrances,
taxes, insurance, and other expenses related to the overall daily operations.
12. Time Devoted to “ ” Joint Venture
12.1 Each Party will devote his or her full time/or such time as may be necessary to carry
out the “ ” Joint Venture business, it being specifically
understood that the Parties will utilize their best efforts to be responsible for their
tasks and duties of the “ ” Joint Venture on a professional
basis.
12.2 The interest in the overall good of the “ ” Joint Venture
takes precedence over Partner individual interests.
13. Management and Authority
13.1 In general, the responsibilities of the Parties will be as follows:
XsentreK Inc. Corporation, will be primarily responsible for the administration,
development (marketing, acquisition, and design), and management of the Joint
Venture. “ ” will also assist in the overall management of
the operation where and when needed.
“ ” will be primarily responsible for the management of
the facility including but limited to: Financial management, accounting, and
promotion of the “ ” Joint Venture.
13.2 Each “ ” Joint Venture Party will have an equal voice in the
management of the “_ ” Joint Venture in terms of their
responsibilities. No party shall have authority to bind the
“ ” Joint Venture in making contracts and incurring
obligations in the name and on the credit of “ ”.
14. “_ ” Joint Venture Salaries
Distribution of funds will be as follows:
Overhead Dispersal – General overhead and staff salaries will be dispersed initially
XsentreK Inc. Corporation
Joint Venture Agreement
XsentreK Inc. Copyright 1999-2022, All Rights Reserved Updated as of: 09/14/2022
Profit Base – % of all monthly profits after Overhead Dispersal will be
set aside in some appropriate financial form for future development, growth,
and emergency funds
Equity Dispersals – Joint venture parties will receive percentage dispersal from which
salaries can be rendered by each party.
15. Withdrawal of Partner
No Party may withdraw from the “ ” Joint Venture without the
expressed written consent of Investors and “_ ” Corporation. Either
Party may withdraw from the “ ” Joint Venture by giving,
“ ” ten (10) days’ written notice of their intention to do so,
“ ” may withdraw a partner if the relationship of the parties hinders
the success of the overall “ ” Joint Venture.
16. Dissolution
On “ ” dissolution of the “ ” Joint Venture
other than as provided in Sections 14 and 15 of this Agreement, the affairs of the
“ ” Joint Venture will be finalized. The assets of the
“ ” Joint Venture liquidated, all debts paid, and the surplus divided
among the Parties according to the terms of the distribution of profits and losses in the
“ ” Joint Venture agreement.
17. Arbitration
Any dispute relating to the interpretation or performance of this Agreement will be resolved at
the request of either party through binding arbitration. Arbitration will be conducted in
Alameda and/or San Francisco Counties in the Sate of California in accordance with the then-
existing rules of the American Arbitration Association. Judgment upon any award by the
arbitrators may be entered by any state or federal court having jurisdiction.
18. Notice
Any and all notices between the parties provided for or permitted under this Agreement by law
will be in writing and will be deemed duly served when personally delivered to a Party, or, in
lieu of such personal service, by facsimile transmission or, when deposited in the United States
Mail, certified, postage prepaid, addressed to such Party at the address of the principal place of
business and signed copy of that notice will be filed and kept with the books of the
“ ” Joint Venture.
19. Entire Agreement
This document is the entire and only agreement of the Parties relating to their
“ ” Joint Venture, and correctly defines the rights, duties, and
obligations of each to the other in connection with (“ ” Tour) as of its
commencement date. Any prior agreements, promises, negotiations, or representations not
expressly defined in this Agreement are of no force or effect. Any modifications, additions, or
alterations of this Agreement must be in writing and signed by all Partners.
20. Governing Law and Venue
XsentreK Inc. Corporation
Joint Venture Agreement
XsentreK Inc. Copyright 1999-2022, All Rights Reserved Updated as of: 09/14/2022
Any dispute between the Parties that is not resolved by arbitration and the enforcement of any
award will be heard by the appropriate federal and state courts of Alameda County and/or San
Francisco County, State of California.
Approval and Agreement of Parties
I Agree and Accept the scope and other conditions as listed above.
NAME Date
Chief Operation Officer
Date
Chief Executive Officer
Date
Notary Public
State of California
County of Alameda
Before me, the undersigned authority, personally appeared who after
being duly sworn acknowledged execution of the preceding instrument.
Notary Public
My commission expires:
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