The following Joint Venture Agreement
is the standard agreement
that will be required of those
who desire to participate
in helping to bring the benefits and blessings
of a cleaner environment with enhanced living conditions,
greater employment and educational opportunities,
and, in general, to do those things
for their community that will make it
a much better, safer place to live and to raise a family.
www.wildewoode.com
Joint Venture Agreement
WHEREAS, Wildewoode Lumber, Inc., a publicly held Utah corporation, hereinafter referred to as "Wildewoode" holds the exclusive international rights to a proprietary process to convert waste material into building materials, said building materials hereinafter referred to as "Wildewoode Lumber"; and
WHEREAS, Wildewoode desires to enter into Joint Venture Agreements with various individuals and entities for the establishment and operation of Wildewoode Lumber waste processing plants in communities around the world; and
WHEREAS, ________________________________ of the City of ____________________, State of ________, hereinafter referred to as "Partner," desires to enter into a Joint Venture Agreement with Wildewoode to establish a Wildewoode Lumber Waste Processing Plant in the City of _____________________, State of ______, hereinafter referred to as the "Location;"
NOW, THEREFORE, for and in consideration of a non-refundable payment, concurrent with the execution of this Joint Venture Agreement, to Wildewoode by the Partner in the amount of TWENTY FIVE THOUSAND DOLLARS ($25,000.00), said funds being hereinafter referred to as the "Option Fee," to reserve the rights to establish a Wildewoode Lumber Processing Plant at the "Location", hereby enters into this Joint Venture Agreement with the "Partner."
Partner further understands that the total cost of building the initial processing plant will be THREE MILLION DOLLARS ($3,000,000.00) and shall be paid to Wildewoode as outlined hereafter:
The non-refundable Option Fee, shall be construed to be a part of the total THREE MILLION DOLLARS set forth to be paid hereunder. Partner further agrees to pay to Wildewoode the balance of the said THREE MILLION DOLLARS in the following manner:
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The Partner will pay the balance on or before SIXTY (60) days from the date hereof. |
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The Partner will pay the balance in THREE (3) equal monthly payments of ONE MILLION DOLLARS ($1,000,000.00) each beginning on or before SIXTY (60) days from the date hereof. The Option Fee then becomes the interest paid to Wildewoode for carrying the contract. |
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The Partner wants to finance the balance through Wildewoode. Wildewoode is then entitled to TWENTY FIVE PERCENT (25%) of the Partner's portion of the Net Profits from the Operation until the amount has been paid in full, including interest at the rate of SIX PERCENT (6%) per annum. |
All parties hereto understand and agree that funds will be used to build the required processing equipment and to establish a processing plant capable of handling TWO HUNDRED FIFTY (250) tons per day.
The proceeds from the Wildewoode Lumber operation shall be divided as follows:
All direct costs and expenses of the operation will be paid first. This will include fuel, electricity, maintenance, repairs, overhead, salaries and wages of employees, and such other costs that are necessary to maintain the operation to produce Wildewoode Lumber Products. The balance of the funds shall be hereinafter referred to as the "NET PROFIT." Neither Wildewoode nor the Partner shall receive any funds from operational costs. All payments to Wildewoode and the Partner shall be paid as set forth hereafter.
Ten Percent (10%) of the Net Profit shall be paid to the Open Mind Foundation as the Royalty Payment due under Wildewoode's contract for the Exclusive International Rights to the process.
Also, as with all other processing operations throughout the world, TEN PERCENT (10%) of the Net Profit shall be added to the royalty payment fund for all of the Shareholders of Wildewoode Lumber, Inc. To this end, the Partner shall receive the sum of FIVE HUNDRED THOUSAND (500,000) shares of the Common Capital Stock of Wildewoode Lumber, Inc. and will participate in the royalty payments to the shareholders. All royalty payments will be distributed on a pro-rata basis, determined by the number of shares owned, among the shareholders of Wildewoode Lumber, Inc..
TEN PERCENT (10%) of the Net Profit shall be set aside for the purpose of increasing the operational capacity of the facility to its maximum potential. Once the maximum potential has been reached then these funds will be invested back into the community of __________________________, as jointly determined by the parties hereto.
The remaining SEVENTY PERCENT (70%) of the Net Profit shall be divided equally between Wildewoode and the Partner.
All distributions of Net Profits shall be on or before the 10th day of each month following the month end closing of the books and records of the operation.
Wildewoode shall have the responsibility of providing the equipment, technology and training required to make the facility fully operational. The Partner shall be responsible for providing the initial capital to build the equipment and establish the facility. The Partner shall also be responsible for hiring the operational personnel and for the management of the facility.
Pursuant to Wildewoode's compliance certain proprietary information and processes must be revealed to the Partner and his employees in order to effectively operate the facility. The Partner hereby agrees that all such proprietary information and processes shall be and remain the sole property of Wildewoode and further agrees to protect such information and processes from disclosure to persons who are not authorized to receive the information. Prior to the Partner disclosing such information and processes to anyone the Partner will obtain a written release from Wildewoode to disclose the information and processes. Such written release will not be unreasonably withheld, however, Wildewoode shall have the right to require an executed Non-Disclosure Agreement from the person prior to permission being granted to disclose the information and processes to anyone.
This Joint Venture Agreement shall be construed to have been executed on the ___ day of __________, 20___, in the City of Salt Lake, County of Salt Lake, State of Utah, and shall be subject to the Common Laws of said jurisdiction.
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