Joint Venture Agreement
JOINT VENTURE AGREEMENT
This JOINT VENTURE AGREEMENT
("Agreement") is made on ________________, 2010 between Anti-Aging
Clinic Assoc., Inc. referred to as “Company” Located at: 7134 West
McNab Road., Tamarac, Florida 33321, whose Phone is:
954-752-4430 whose website is
www.AgingYounger123.com and
______________________________________
__________________________________________________________________________
referred to as Investor.
RECITALS
The investor /s has/have agreed to make contributions to a common fund in
the amount of 50 million US dollars to be used in accordance with this joint
venture agreement, for the purposes of holding management fees from
distributors and acquiring insurance, accounting, legal fees, marketing,
training, product and equipment purchases, construction, rent, future land
purchases and building purchases and all utilities; all to be referred to as
the business interest.
The Joint Venturer/s consider it advisable to acquire and to hold their
business interest through a nominee so as to avoid the necessity of numerous
separate agreements and/or travel expenses, to maintain the legal title to
the business interest in a simple and practicable form, and to facilitate
the collection and distribution of the profits accruing under their 40%
business interest, and, the Company President, David Tippie, is appointed by
all and has agreed to act as Agent and nominee of the Joint Venturers with
the understanding that he holds a 60% participating interest in this joint
venture on his own account, which is assigned to the Company.
It is therefore agreed:
Paragraph 1. Purpose. This Joint Venturer is formed, to
acquire and hold the business interest in common and to provide specifics to
investor/s that outlines the invested the use and security of funds required
for the 40% acquisition. To the extent set forth in this Agreement, each of
the Joint Venturers shall own a fractional part in the business, 40%
investor and 60% company. The Joint Venturers appoint as their agent David
Tippie, whose duty it shall be, to hold each of the fractional parts in the
business interest for the benefit of, and as agent for, the respective Joint
Venturers
Paragraph 2. Contributions. The Agent acknowledges with his
signature that he authorizes the company bank to receive on account the 50
million US dollars from the investor/s in the form outlined in this
agreement and, for the purpose of this joint venture, the sum or asset
contribution is set after the name of each Joint Venturer as follows:
|
Name of Joint
Venturer |
Contribution |
|
Investor/s |
50million US
Dollars |
|
Company: Expenditures to date of 3 million to develop |
Concept |
|
|
|
Paragraph 3. Acquisition of Business Interest. The Agent is
authorized to acquire and to hold in his own name, but on behalf of the
Joint Venturers (of which the Agent is one), the business interest, and to
distribute net profit as follows:
Equity Split
1. All equity and proceeds between the
Venturers are split semi-annually when profits will allow, in the following
manner:
§
8%
Management Fee (company) of Gross Monthly Return paid monthly.
§
40% to
Investor of NET cash flow, paid semi annually as the concept and growth
phase permits.
§
50%
Anti-Aging Clinic Assoc., Inc. & Management Company of NET cash flow paid
semi annually as the concept and growth phase permits.
§
The
investor is responsible for any net loss on investment property including
non-payment on property as well as non-payment from Clinic Distributors. If
the property is not performing or the Distributor is in default, then the
investor will be asked to bring the account current. However, the company or
Management Company, will not receive any compensation from that property
until the property has returned positive, or is under new Distributorship.
Program Advantages:
1.
Return On
Investment
a.
Due to possible significant returns this is the most lucrative for
the investor/s who may have a large amount of capital to invest and /or
credit to supply.
2.
Security
This investment is
secured via future property and building purchases and equipment purchases
and this Joint Venture agreement.
The following is the
process for this program:
1.
The
investor/s and company establish this Joint Venture agreement stating the
initial amount of money (50 million US dollars) that the investor/s is/are
required to contribute until the investment supports itself; This means that
the 50 million dollars can be in from of irrevocable letter of credit that
company drafts upon that could produce and company that supports its planned
growth before the 50 million dollars amount was utilized. The investment
growth phase is covered by this agreement and all growth will be supporting
itself before future splitting of any net profit. This document spells out
clearly what is expected on both ends of the transaction.
The investor/s will
supply $50,000,000 (fifty million US dollars) investment capital, (cash or
irrevocable letter of credit) to fund the joint venture, starting with
product infomercial followed by clinic marketing for
clientele
and marketing of products and the Clinic concept, which includes the
advertising campaign that would solicit “Aging Younger” new clinic locations
and Clinic Distributors across the US market, growing as business plan
suggests; as well as advertising in the local markets of the treatments
and products for the produced clinics, to insure their success rate and
future Joint Venture profit. Immediately funded, will be the development of
a national infomercial to introduce and sell the newly developed cardio
drink “Júzeme” that is purchased in bulk to supply the sales created by the
infomercial that will add credibility to the Aging Younger clinic name.
a.
(This is a caution to the investor/s who chooses to pull out if
required by his lender or even if he/she is using his/her own cash.) The
investor/s initial funds without interest will be reimbursed completely
after they come available through net proceeds due the company. At no time,
will the growth plan or Joint venture or Company be placed in jeopardy.
Operators of clinics will be distributors who pay monthly distributorship
fees and furnish a $10,000.00 cash deposit letter of credit for each clinic,
to insure their performance. Distributors sign a non-compete agreement and
lease all equipment as well as purchase all products from the Company.
2.
The investor will have information available from the Company and/or
broker of property closings upon reasonable request of investor/s. The
Distributors will be trained to take over the operation of each previously
developed Aging Younger clinic. The Distributor will lease all of the
equipment monthly from the Company and purchase all products from the
Company and pay to the Company the fees listed on the Projection of
Financial Activity furnished with this joint venture agreement and business
plan; specifically, the Projection of return or loss for one clinic outlined
as follows: Product in the amount of 50%; plus monthly fees for Advertising
in the amount of 100% reflected, Lease Payment in the approximate amount of
$3,000 monthly and this number will increase or decrease to a future
established value after the distributor is established. Insurance in the
amount of $1,560 per month to increase or decrease if insurance provider
requires it.
3.
The Company will bring future Distributors and Land or Building
closing opportunities (that are solicited as a result of the investor
pre-funding or, any investor/s additional funding, whichever is required,
into escrow, while positioning the LLC developed due to this joint
venture, as the buyer for all build out, property and building purchases
and new construction, if there are loans required.
a.
Two sets of Power of Attorney specific to each Property will be
granted from the investor/s, company and joint venture, to allow only
Agent’s signature on all documents.
4.
The company
will manage the escrow process and handle the closings.
A purchase agreement will
be drawn up after closing:
a.
To sell all
interests and responsibilities for the investment property to the investment
LLC that is formed by company and investor/s as a result of joint venture.
b.
The
investor/s and company, as part of the closing will deed the property into a
Living Trust and beneficial interest will then be transferred to a legal
entity, which is a Limited Liability Company for proper asset protection and
liability shield.
Each property will have 1
million dollar blanket liability insurance policy, reimbursed monthly by the
distributors per the Projection of financial activity that will assist in
the protection of:
c.
Interests
of all parties involved.
d.
The LLC
formed by the company and investor/s as a result of this joint venture will
be the only name recorded on the 'Deed of Trust' or 'Mortgage' and
individuals will not hold any liability for actual ownership of the
property.
All lending information
will be transferred to the management Company, which will handle the monthly
servicing of fund allocation and all other operational responsibilities.
Semi annually, when
investment has produced a growth sustainable by the developed clinics, the
net retuned profit, will be allocated to the investor/s and the company per
this joint venture agreement.
Example:
First: It is important
that the potential investor/s understand that by law the Company can only
consider investments concerning the above, by a “qualified investor” as
defined by Local, State and US Federal Securities Law.
Second: The Concept;
Baby boomers are looking
for an alterative to the knife and to anesthesia, which is associated with
large risks. The number one killer in our country is obesity and that is
partly caused by stress, high sugar diets and hormone imbalance and we
address all of these.
No spa, dermatologist’s
office, plastic surgeon, or weight reduction program treats the client as a
whole such as we offer, without the need for a physician, on staff and still
provide all of the following:
1. Skin tightening,
toning and rejuvenation along with a non-surgical face-lift.
2. Products that are
non-pharmaceutical, that augment a healthy body cycle as well as a beautiful
look.
3. Wrinkle and fine line
reduction.
4. Weight management and
body contouring programs that start with balancing hormones with natural
bioidentical hormone replacement therapy.
5. Anti-aging vitamin
supplements that are suggested from testing the client and determining what
they are
lacking.
6. Testing the body with biofeedback to determine food triggers that
recommend products and food that help
to control blood sugar and treat stress.
7. Heavy metal removal
using non-prescription suppositories that use the process of chelation.
8. Stress reduction
treatments with Quantum Physics biofeedback that is FDA approved, to treat
stress
related conditions.
9. Training for all
treatments with these high tech instruments, in product awareness, as well
as ongoing
assistance and training for measuring and testing the
body.
10. Continued effort of
researching and adding products and treatments, in a effort to improve the
concept
David Tippie is the
director of the Anti-Aging Clinic Assoc., Inc., in Florida (Company). Mr.
Tippie has been a medical researcher for the past 30 years and constructed a
research and development center in Florida, in 2001 called the “Anti-Aging
Clinic Assoc. Inc. Tippie is the President, Agent, director and chairman of
the board, who is in charge of all business concerning this joint venture
agreement.
Investor/s, after signing
this agreement in the presents of a notary, will furnish evidence
satisfactory to Company bank to process the deposit or letter of credit and
that investor/s assets were transferred to Company bank account. This
evidence will assure that the investor/s money or letter of credit, has most
assuredly been transferred to and deposited in, the company’s bank account
in the amount of $50-million US Dollars.
Paragraph 4.
Profits. The Agent shall hold and distribute the business interest
and shall receive the net profits as they accrue for the term of this
Agreement or, so long as the Joint Venturers are the owners in common of the
business interest, for the benefit of the Joint Venturers as referred to
above:
Paragraph 5.
Expenses of Venture. All losses and disbursements incurred by the
Agent in acquiring, holding and protecting the business interest as well as
protecting the net profits shall, during the period of the venture, be paid
by funds provided by the investor furnished funds, on demand of the Agent,
or from proceeds due investor to the total contributions set forth in
Paragraph 2.
Paragraph 6.
Liability of Agent. The Agent shall be liable only for his own
willful misfeasance and bad faith, and no one who is not a party to this
Agreement shall have any rights whatsoever under this Agreement against the
Agent for any action taken or not taken by him.
Paragraph 7. Term.
This Agreement shall terminate and the obligations of the Agent shall be
deemed completed on the happening of either of the following events: (a) the
receipt and distribution by the Agent of the final net profits accruing
under the business interest; or (b) termination by mutual assent of all
joint ventures; that will include a buyout of Agent’s ownership.
Paragraph 8.
Compensation of Agent. Unless otherwise agreed to in the future by
a majority in interest of the Joint Venturers, the Agent shall receive
compensation for services rendered by him under this Agreement in the amount
of 5% of annual gross revenues.
Paragraph 9.
Arbitration and Attorneys Fees. The Joint Venturers agree that any
dispute, claim, or controversy concerning this Agreement or the termination
of this Agreement, or any dispute, claim or controversy arising out of, or
relating to any interpretation, construction, performance or breach of this
Agreement, shall be settled by arbitration to be held in Ft. Lauderdale],
Florida in the county of Broward, in the USA, in accordance with the rules
then in effect of the American Arbitration Association. The arbitrator may
grant injunctions or other relief in such dispute or controversy. The
decision of the arbitrator shall be final, conclusive and binding on the
parties to the arbitration. Judgment may be entered on the arbitrator’s
decision in any court having jurisdiction. The Joint Venturers will pay the
costs and expenses of such arbitration in such proportions as each accrue,
and each Joint Venturer shall separately pay its own counsel fees and
expenses. The prevailing party will receive their previously paid counsel
fees and expenses as proven to be directly concerning the arbitration.
Paragraph 10. Governing Law; Consent to Personal Jurisdiction.
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA, BROWARD
COUNTY, USA, WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH JOINT
VENTURER HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE
AND FEDERAL COURTS LOCATED IN THE STATE OF FLORIDA, BROWARD COUNTY, USA FOR
ANY LAWSUIT FILED, THERE, OR ANYWHERE, AGAINST ANY PARTY TO THIS AGREEMENT
BY ANY OTHER PARTY TO THIS AGREEMENT CONCERNING THE JOINT VENTURE OR ANY
MATTER ARISING FROM, OR RELATING TO, THIS AGREEMENT.
In witness whereof, the
Agent and the Joint Venturer/s have signed and sealed this Agreement. The
investor/s may sign this agreement separately from the company in front of a
third party APPROVED by the company. The company may sign this agreement
separately in front of a licensed notary, licensed by the State of Florida,
Broward County.
______________________________________ __________
[Signature of
investor)
[Date]
____________________
Print Name investor
_______________________
Notary Printed name
_________________________________________________ ______________
Notary Signature & Seal
Notary Date
If there is more than one investor, then
this page will be re-written to add each, to make one complete agreement.,
_________________________________________________ __________________
[Signature of Company President & Agent
[Date]
____________________
Print Name: Company Agent &Pres.
________________________
Print Notary Name
_________________________________________________ _________________
Signature of Notary & Seal
Date Notary
