JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement") is hereby entered
into between World Shopping Network, Inc., a Delaware corporation
("World") and American Consumer Network, a California
corporation, dba American Savers Network, ("American") on the
following terms and conditions:
WHEREAS American has the experience, the relationship, the
licenses and authority to provide World with the product and
services necessary for World to place American's current business
into an internet format; (hereinafter referred to as the
"product/service");
WHEREAS World desires to further market the product/service and
develop, manage and maintain a website for the product/service;
NOW, THEREFORE, in consideration of the mutual covenants and
promises set forth herein, the parties hereby agree as follows:
1. Type of Business. World and American shall associate to form a
Joint Venture to develop, market and manage an online program for
the product/service and actively undertake marketing efforts in
accordance with an approved marketing plan, as well as any other
business agreed upon by the Joint Venture.
2. Ownership of Venture Property. The beneficial interest of each
party in the product/service, unless changed pursuant to the
terms of this Agreement, shall be shared (50/50) equally (net
profits after costs).
3. Payment to American. World will pay to the two principals of
American, Charles Studebaker and Richard Omahen, two hundred
thousand (200,000) shares each of unrestricted free trading
shares of World.
4. Duties of American The duties of American shall be as follows: To
accurately and rapidly provide to World all information,
licenses, agreements, products and services necessary to
completely incorporate the product/service into the anticipated
internet format on World's Shopping Mall.
5. Duties of World. The duties of World shall be as follows:
a. To actively undertake marketing efforts of the product/service in
accordance with approved marketing plans; and
(b) To actively undertake management and development of the product/service.
6. Joint Venture Term. The Joint Venture shall commence on the
execution of this Agreement and shall continue until dissolved by
agreement of the Parties, terminated under the provisions of this
Agreement or fifteen (15) years, whichever comes first.
7. Confidential Information.
(a) Acknowledgment of Confidentiality. World hereby
acknowledges that it has or may be exposed to confidential and
proprietary information of American including, without
limitation, the Product and/or Service, other technical
information (including functional and technical specifications,
designs, drawings, analysis, research, customer lists, ideas,
"know how", and the like), business information (sales and
marketing research, materials, plans, accounting and financial
information, personnel records and the like), and other
information designated as confidential expressly or by the
circumstances in which it is provided ("Confidential
Information"). Confidential Information does not include (i)
information already known or independently developed by World
outside the scope of this Agreement, (ii) information in the
public domain through no wrongful act of World, or (iii)
information received by World outside the scope of this Agreement
from a third party who was free to disclose it.
(b) Covenant Not to Disclose. American hereby agrees that
during the Term hereof and at all times thereafter, and except as
specifically permitted herein or in a separate writing signed by
World, it shall not use, commercialize or disclose World's
Confidential Information to any person or entity, except to its
own employees having a "need to know" (and who themselves are
bound by similar nondisclosure restrictions), and to such other
recipients as World may approve in writing; provided, that all
such recipients shall have first executed a confidentiality
agreement in a form acceptable to World . American shall use the
same degree of care in safeguarding World's Confidential
Information as it uses in safeguarding its own confidential
information. Upon termination, or at any time upon request by
World, and except as otherwise specifically stated herein,
American shall return all Confidential Information of World in
its possession or control.
8. Liabilities. EXCEPT FOR DAMAGES ARISING FROM BODILY INJURY
CAUSED SOLELY BY THE NEGLIGENCE OF WORLD, WORLD SHALL NOT BE
LIABLE FOR ANY AMOUNT EXCEEDING THE AMOUNT OF COMPENSATION
ACTUALLY RECEIVED BY WORLD HEREUNDER. IN NO EVENT SHALL WORLD BE
LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST SAVINGS, LOST PROFIT OR BUSINESS INTERRUPTION
EVEN IF WORLD IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING
OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.
AMERICAN HEREBY EXPRESSLY ACKNOWLEDGES THAT THE FOREGOING
LIMITATION HAS BEEN NEGOTIATED BY THE PARTIES AND REFLECTS A FAIR
ALLOCATION OF RISK.
9. Notices. Notices sent to either party shall be effective when
delivered in reply to person or by telecopier "fax" machine, one
(1) day after being sent by overnight courier, or two (2) days
after being sent by first class mail postage prepaid to the
address set forth above, or at such other address as the parties
may from time to time give notice. A facsimile of this Agreement
and notices generated in good form from a fax machine (as well as
a photocopy thereof) shall be treated as "original" documents
admissible into evidence unless a document's authenticity is
genuinely placed in question.
10. Default. Either party may be declared in default of the
Agreement if it breaches any material provision hereof and fails
within ten (10) days after receipt of notice of default to
correct such default or to commence corrective action reasonably
acceptable to the other party and proceed with due diligence to
completion. Either party shall be in default hereof it becomes
insolvent, makes an assignment for the benefit of creditors, a
receiver is appointed or a petition for Bankruptcy is filed with
respect to it and such proceeding is not dismissed within thirty
(30) days. Any notice of default shall be sent in accordance with
the Section on "Notices" and shall identify the contract
provision at issue and describe in reasonable factual detail how
the other party has materially violated the provision. If timely
corrective action is not forthcoming, the aggrieved party may
then terminate this Agreement pursuant to the Section on
"Termination" and pursue all other available remedies.
11. Termination. This Agreement shall terminate when the Term
expires or, if earlier, upon one party's giving written notice of
termination after following the procedures in the Section on
"Default".
12. Disputes, Choice of Law. Except for certain emergency judicial
relief authorized under the Section on "Injunctive Relief" which
may be brought at any time, the parties agree that all disputes
between them shall first be subject to the procedures in the
Section on "Default" and then shall be submitted for informal
resolution to their respective chief operating officers. Any
remaining dispute shall be submitted to a panel of three (3)
arbitrators, with each party choosing one (1) panel member and
the third member chosen by the first two (2) panel members. The
proceedings shall be conducted in accordance with the Commercial
Arbitration Rules of the Judicial and Mediation Service, "JAMS".
The award of the arbitrators shall include a written explanation
of their decision, shall be limited to remedies otherwise
available in court and shall be binding upon the parties and
enforceable in any court of competent jurisdiction. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE SUBSTANTIVE LAWS OF THE UNITED STATES AND CALIFORNIA, AND ANY
ACTION SHALL BE INITIATED AND MAINTAINED IN A FORUM OF COMPETENT
JURISDICTION IN SUCH DESIGNATED STATE.
13. Independent Contractor Status. Each party and its people
are independent contractors in relation to the other party with
respect to all matters arising under this Agreement. Nothing
herein shall be deemed to establish a partnership or employment
relationship between the parties. Each party shall remain
responsible for and shall indemnify and hold harmless the other
party for the withholding and payment of all Federal, state and
local personal income, wage, earnings, occupation, social
security, unemployment, sickness, workers compensation and
disability insurance taxes, payroll levies, employee benefit
requirements or obligations (under ERISA, state law or otherwise)
now existing or hereafter enacted and attributable to themselves
and their respective people.
14. Entire Agreement, Amendment. This document, constitute the
entire agreement between the parties and supersede all other
representations, understandings or communications, whether
written or verbal, with respect to the subject matter hereof.
This Agreement is expressly limited to its terms and the
provisions of any purchase order, invoice or similar
documentation are specifically rejected and shall have no effect.
Any amendment, modification or waiver of this Agreement, or any
part hereof shall be binding only if contained in a writing
signed by the party sought to be bound. Waiver of any provision
of this Agreement in one instance shall not preclude future
enforcement of it in future situations.
15. Severability. If any provision hereof is determined by a
tribunal of competent jurisdiction to be illegal or
unenforceable, it shall automatically be deemed conformed to the
minimum requirements of law and, along with all other provisions
hereof, shall thereupon be given full force and effect. Headings
are for reference purposes only and have no substantive effect.
16. Assignment, Subcontracting. Unless authorized under a
specific provision or an amendment to this Agreement, no part of
this may be transferred, assigned or delegated by either party to
or for the benefit of any third party and any attempt to the
contrary shall be void and of no legal effect. This Agreement is
binding upon, is enforceable by and shall inure to the benefit of
the parties and their authorized successors and assigns.
17. Security, No Conflicts. Each party agrees to inform the
other party of any information made available to it that is
classified or restricted data, agrees to comply with the security
requirements imposed by any state or local government, or by the
United States Government, and shall return all such material upon
request. Each party represents that its participation in this
Agreement does not create any conflict of interest prohibited by
the United States government or any other domestic or foreign
government and shall promptly notify the other party if any such
conflict arises during the Term.
IN WITNESS WHEREOF, for adequate consideration and intending to
be legally bound, the parties hereto have caused this Agreement
to be executed by their duly authorized representatives.
Dated: August 3, 2000.
World Shopping Network, Inc., American Consumer Network, a
a Delaware corporation California corporation,
dba American Savers Network
By: /s/ John Anton By: /s/ Charles Studebaker
John Anton, President Charles Studebaker, President
