BRICKELL KEY TRADING LLC AND MARTIN SCHIELE JOINT VENTURE

AGREEMENT

This JOINT VENTURE AGREEMENT ("Agreement") is entered into on [date] by and
between XXX LLC located at [address] XXX located in [address] XXX. (collectively referred to as the
"Parties").
WHEREAS, the Parties desire to collaborate and form a joint venture for the purpose
of utilizing the proprietary intellectual property and data of XXX LLC
combined with Martin Schiele’s intellectual property and use artificial intelligence to
both optimize and use predictive analytics in creation of a fully automated trading
‘system’. The ‘system’ will have the ability to Enter and Exit trade opportunities in
real time amongst several financial market instruments (i.e. Indices, foreign currency,
stock, cryptocurrencies, etc.);
WHEREAS, in order to facilitate the formation and operation of the joint venture, the
Parties wish to enter into this Agreement, which sets forth the terms and conditions
of the joint venture;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the Parties agree as follows:
1. Formation of Joint Venture
The Parties hereby agree to form a joint venture (the "Joint Venture") for the purpose
of utilizing the proprietary intellectual property and data of XXX LLC
combined with XXX intellectual property and use artificial intelligence to
both optimize and use predictive analytics in creation of a fully automated trading
‘system’. The ‘system’ will have the ability to Enter and Exit trade opportunities in
real time amongst several financial market instruments (i.e. Indices, foreign currency,
stock, cryptocurrencies, etc.). The Joint Venture shall be governed by the terms and
conditions of this Agreement.
The parties agree that all the parties have the right to utilize the ‘system’ on a
personal basis upon completion. Should either party wish to utilize the ‘system’
outside of the joint venture as a commercial enterprise, an addendum to the present
joint venture will need to be created defining such an enterprise
2. Organization of Joint Venture
a) The Parties shall each contribute to the Joint Venture in accordance with
the terms of this Agreement.
b) The Joint Venture shall be managed by a board of directors (the "Board"),
which shall consist of [insert number] directors. Each Party shall appoint
[insert number] directors to the Board. The directors appointed by
XXX LLC shall be designated as the "Brickle Key
Directors," and the directors appointed by XXX shall be
designated as the "ZZZ Directors."
c) The Board shall elect a chairperson from among its members.
d) The Parties shall have equal voting rights on the Board.
e) The Board shall be responsible for the overall management and operation
of the Joint Venture.

f) The Parties shall each designate a representative to serve as the point of
contact between the Parties and the Joint Venture.
3. Contributions to Joint Venture
a) XXX LLC shall contribute [insert description of
contribution] to the Joint Venture.
b) XXX shall contribute [insert description of contribution] to
the Joint Venture.
c) The Parties shall provide additional contributions as necessary to ensure
the success of the Joint Venture.
4. Profits and Losses
a) The profits and losses of the Joint Venture shall be allocated equally
between the Parties.
b) The Joint Venture shall maintain its own books and records, which shall be
made available to the Parties upon request.
c) The Joint Venture shall prepare annual financial statements, which shall
be distributed to the Parties within [insert number] days of the end of each
fiscal year.
5. Confidentiality
a. For the purpose of this Agreement, "Confidential Information" shall mean
any and all information, whether oral, written, or in any other form, that is
disclosed by one Party (the "Disclosing Party") to the other Party (the
"Receiving Party"), including without limitation trade secrets, know-how,
business plans, financial information, customer and supplier lists, and
other proprietary information, that is designated as confidential by the
Disclosing Party or that, under the circumstances surrounding the
disclosure, ought to be treated as confidential by the Receiving Party.
b. The Receiving Party agrees to maintain the confidentiality of all
Confidential Information and not to use or disclose any Confidential
Information for any purpose other than as necessary to carry out the Joint
Venture. The Receiving Party further agrees to use at least the same
degree of care in protecting the Confidential Information as it uses to
protect its own confidential information, but in no event less than a
reasonable degree of care.
c. The Receiving Party may disclose Confidential Information only to its
employees, agents, and representatives who have a need to know such
information for the purpose of carrying out the Joint Venture and who are
bound by written obligations of confidentiality and non-use at least as
restrictive as those set forth in this Agreement.
d. The obligations of confidentiality and non-use set forth in this Agreement
shall survive the termination of the Joint Venture for a period of 10 years.
e. Notwithstanding the foregoing, the obligations of confidentiality and non-
use set forth in this Agreement shall not apply to any information that: (i) is
already known to the Receiving Party prior to disclosure by the Disclosing
Party; (ii) becomes publicly available through no fault of the Receiving

Party; (iii) is rightfully obtained by the Receiving Party from a third party
without breach of any obligation of confidentiality; or (iv) is required to be
disclosed by law, regulation, or court order, provided that the Receiving
Party gives the Disclosing Party prompt written notice of such requirement
and cooperates with the Disclosing Party, at the Disclosing Party’s
expense, in seeking a protective order or other appropriate protection for
such information.
f. The Parties acknowledge that any breach of the confidentiality provisions
of this Agreement would cause irreparable harm to the Disclosing Party for
which there may be no adequate remedy at law, and that the Disclosing
Party shall be entitled to seek injunctive relief and/or other equitable
remedies in the event of any such breach, in addition to any other
remedies available at law or in equity.
g. The provisions of this Section 5 shall survive the termination of this
Agreement for any reason.
6. Non-Competition
a. Each Party agrees that during the term of the Joint Venture and for a
period of 5 years following the termination of this Agreement, it shall not,
directly or indirectly, engage in any business that competes with the
business of the Joint Venture within throughout the World.
b. The Parties acknowledge that the restrictions set forth in this Section 6 are
reasonable and necessary to protect the legitimate business interests of
the Joint Venture, including its confidential information, trade secrets,
customer and supplier relationships, and goodwill.
c. The Parties agree that in the event of a breach or threatened breach of
this Section 6, the non-breaching Party shall be entitled to injunctive relief
and/or other equitable remedies, in addition to any other remedies
available at law or in equity.
d. If any provision of this Section 6 is found to be invalid or unenforceable,
the remaining provisions shall remain in full force and effect.
e. The provisions of this Section 6 shall survive the termination of this
Agreement for any reason.
f. Nothing in this Section 6 shall prohibit either Party from investing in or
owning equity or other securities of any entity engaged in a business that
competes with the business of the Joint Venture, provided that such
investment is made solely for investment purposes and the Party does not
have any involvement in the management or control of such entity.
g. The Parties agree that in the event of a sale or transfer of the business of
the Joint Venture or a substantial part thereof, the non-compete
obligations set forth in this Section 6 shall extend to the purchaser or
transferee of such business or assets.
h. This Section 6 shall not apply to any business activity that is conducted by
a Party prior to the formation of the Joint Venture, provided that such

activity does not involve the use or disclosure of any Confidential
Information of the Joint Venture.
i. This Section 6 shall not apply to any business activity that is conducted by
a Party after the termination of this Agreement, provided that such activity
does not involve the use or disclosure of any Confidential Information of
the Joint Venture and does not relate to a business that is competitive with
the business of the Joint Venture at the time of termination.
j. The Parties agree that the non-compete provisions set forth in this Section
6 are essential to the protection of the Joint Venture’s business and are a
material inducement for the Parties to enter into this Agreement. The
Parties further agree that any breach or threatened breach of this Section
6 shall cause irreparable harm to the Joint Venture for which there may be
no adequate remedy at law, and that the Joint Venture shall be entitled to
seek injunctive relief and/or other equitable remedies, in addition to any
other remedies available at law or in equity.
7. Intellectual Property
a) All Intellectual Property created, developed, or otherwise used in
connection with the Joint Venture, including but not limited to patents,
trademarks, copyrights, trade secrets, and other proprietary rights, shall be
the property of the Joint Venture.
– The Intellectual property provided by BRICKELL KEY TRADING LLC
includes proprietary trading algorithm which consists of the following:
All combinations and data generated using 1) Multiple Time Frame
Analysis across the 1M, 5M, 15M, 30M, 1H, 4H time compressions. 2)
Data variables: Price, Market Trend defined by the 15,32,50,200
Exponential Moving Average relationships, Relative Strength Index
(RSI value =68), Commodity Channel Index (Multiple Values
=>125/=
b) Each Party agrees to promptly disclose to the Joint Venture all Intellectual
Property that it creates, develops, or otherwise uses in connection with the
Joint Venture.
c) Each Party represents and warrants to the other Party that it has the right
to grant the Joint Venture a license to use any Intellectual Property that it
contributes to the Joint Venture.
d) Each Party hereby grants to the Joint Venture a non-exclusive, worldwide,
royalty-free, fully paid-up, sublicensable license to use any Intellectual
Property that it contributes to the Joint Venture, for the purpose of
conducting the business of the Joint Venture.
e) Each Party agrees not to use any Intellectual Property of the Joint Venture
for any purpose other than in connection with the Joint Venture, without
the prior written consent of the Joint Venture.
f) Each Party agrees to take reasonable measures to protect the Intellectual
Property of the Joint Venture from unauthorized use or disclosure.
g) In the event that any Intellectual Property created, developed, or otherwise
used in connection with the Joint Venture is jointly owned by the Parties,
the Parties shall agree in writing on the ownership and use of such
Intellectual Property.

h) The Parties agree that any improvements, modifications, or derivative
works of the Intellectual Property created, developed, or otherwise used in
connection with the Joint Venture shall be the property of the Joint
Venture.
i) The Joint Venture shall have the sole discretion to file patent applications,
register trademarks, and take other actions to protect the Intellectual
Property of the Joint Venture.
j) Each Party agrees to cooperate with the Joint Venture in all reasonable
respects to enable the Joint Venture to protect and enforce the Intellectual
Property of the Joint Venture.
k) Each Party agrees to indemnify and hold harmless the Joint Venture, its
directors, officers, employees, and agents, from and against any and all
claims, damages, liabilities, and expenses arising out of or relating to any
infringement or alleged infringement of any Intellectual Property rights by
such Party.
l) The provisions of this Section 7 shall survive the termination of this
Agreement for any reason.
m) This Section 7 shall not limit or affect any other rights or remedies that the
Joint Venture may have at law or in equity with respect to the Intellectual
Property of the Joint Venture.
8. Term and Termination
a) This Agreement shall be effective as of the date first written above and
shall continue in effect until the Joint Venture is terminated in accordance
with this Section.
b) The term of the Joint Venture shall be Two (2) years, unless terminated
earlier as provided for in this Agreement.
c) The Joint Venture may be terminated by the Parties at any time by mutual
agreement.
d) The Joint Venture may also be terminated by either Party upon [insert
number] days’ written notice to the other Party if the other Party breaches
any material provision of this Agreement.
e) Upon termination of the Joint Venture, the Parties shall wind up the affairs
of the Joint Venture in an orderly and expeditious manner and shall
distribute the assets of the Joint Venture in accordance with the provisions
of this Agreement.
f) The provisions of this Agreement that by their nature are intended to
survive termination, including without limitation the provisions relating to
confidentiality, non-competition, and indemnification, shall survive the
termination of this Agreement.
8. Indemnification
a) Each Party shall indemnify, defend, and hold harmless the other Party and
its officers, directors, employees, agents, and affiliates from and against
any and all claims, damages, losses, liabilities, costs, and expenses
(including without limitation reasonable attorneys’ fees and court costs)
arising from or in connection with any breach by such Party of this
Agreement or any act or omission by such Party in connection with the
Joint Venture.

b) The Parties agree that this indemnification provision shall survive the
termination of this Agreement.
9. Governing Law and Jurisdiction
a) This Agreement shall be governed by and construed in accordance with
the laws of the State of [insert state].
b) Any dispute arising out of or in connection with this Agreement shall be
resolved exclusively by arbitration in accordance with the rules of the
American Arbitration Association.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to
the subject matter hereof and supersedes all prior or contemporaneous agreements,
representations, warranties, and understandings, whether oral or written, between
the Parties.
11. Amendments and Waivers
No amendment, modification, or waiver of any provision of this Agreement shall be
effective unless in writing and signed by both Parties.
12. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Joint Venture Agreement
as of the date first written above.
XXX
By: __________________________ By: __________________________
Name: ________________________ Name: _____________________________
Title: _________________________ Title:
_______________________________

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