Exhibit 10.1
JOINT VENTURE CONTRACT
THIS JOINT VENTURE AGREEMENT (the "Agreement”), made and entered into as of this 31 st day of August
2015, by Avra Inc., of 115, Pelham Commons Boulevard, Greenville, South Carolina, 29615 and Mango Pay SRL, of Plaza Orleans, 3 rd Floor, Av. Winston Churchill, Santo Domingo, Distrito Nacional, Dominican Republic.
ARTICLE I - GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as follows:
The business of the joint venture shall be to develop and put into operation in the Mango Pay kiosks globally, the ability to purchase bitcoin with local currency, and/or sell bitcoin in order to withdraw local currency from the kiosk.
1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided.
ARTICLE II - GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity.
2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made.
2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes determined by the Partnership's fiscal year, including, without limitation, each item of Partnership income, gain, loss or deduction.
ARTICLE III - OBLIGATIONS OF THE JOINT VENTURERS
Avra Inc. is responsible for all operational decisions of the Joint Venture, Mango Pay will be responsible for the day-to-day caretaking of the machines and all the operational requirements including integrations and programming requirements.
Specifically:
3.01 Mango Pay SRL will be responsible for the development and integration of the customer facing
system into the kiosks and will work with Avra Inc. and it’s partners in said development and integration.
3.02 Avra Inc. will provide all requested documentation and assistance in a timely manner to Mango
Pay SRL with regards to the Avra API, workflows, and any other project relevant documentation required.
3.03 Mango Pay SRL will provide regular detailed updates on the progress of development and update any changes to expected release dates.
3.04 Both parties will look to release the platform at the earliest opportunity.
3.05 Once live Mango Pay SRL will be responsible for remitting monies at their earliest convenience to Avra Inc. to cover transactions enacted in their machines. Avra Inc. reservesthe right to suspend service in the event of non-payment.
3.06 Avra Inc. will be responsible for ensuring that the API is available and ready to distribute at all times.
ARTICLE IV - ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture shall be allocated as follows atthe conclusion of eachmonth or sooner:
Avra Inc. 50% of transaction revenue during the previous month.
Mango Pay SRL 50% of transaction revenue during the previous month.
The revenue will be generated from a transaction fee that will be paid for by the client. The fee may beamended on agreement of both parties.
4.02 The client fee at the outset of this agreement will be 5% of the client transaction.
4.03 Payment. Revenue generated and received by Mango Pay SRL from Saturday 00:00 until Friday at
23:59 due to Avra Inc. will be paid by bank transfer or deposit to the named account on the following Monday provided that the total amount due is in excess of RD$5,000. Should the amount due to Avra exceed $50,000 during the course of the week, the full amount is due immediately to avoid interruption ofservice.
4.04 Avra Inc. reserves the right to suspend service immediately in the event of non-payment.
ARTICLE V - RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. Avra Inc. shall have full, exclusive and complete authority anddiscretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. Mango Pay SRL shall manage and control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry out the business of the Joint Venture.
5.02 Mango Pay SRL agrees that it will exclusively use the services of Avra Inc.for provision of bitcoin through their network of kiosks for aperiod of 1year, provided that:
· Avra Inc. continues to provide an API to Mango Pay SRL
· Avra Inc. provides appropriate technical support toMango Pay SRL
· Mango Pay SRL receives all it’s due commissions in due course
5.03 Mango Pay SRL also agrees that it will not compete with the activities of the joint venture during the term of the agreement.
ARTICLE VI -AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to performservices for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this
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Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and their respective
Affiliates may have interests in businesses other than the Joint Venture business. The Joint Venture shall
not have the right to the income or proceeds derived from such other business interests and, even if they are competitive with the Partnership business, such business interests shall not be deemed wrongful orimproper.
ARTICLE VII - PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by Avra Inc. however must be approved and agreed by Avra
Inc. before incurred.
ARTICLE VIII -INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interestsof the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses andamounts paid in settlement of any claims sustained by it in connection with the Joint Venture.
ARTICLE IX – DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of any of thefollowing events:
(a) The adjudication of bankruptcy, filing of apetition pursuant to aChapter of the Federal
Bankruptcy Act,withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the Joint
Venture assets.
(c) Mutual agreement of the parties.
ARTICLE X -MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place of business,setting forth a true and accurate account of all business transactions arising out of and in connection with
the conduct of the Joint Venture.
10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shallnot affect in any respect whatsoever the validity of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings,restrictions or warranties among the parties other than those set forth herein provided for.
10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only andshall not control or affect the meaning or construction of any provision hereof.
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10.05 Notices. Except asmay be otherwise specifically provided in this Agreement, all notices required orpermitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the United Statesmail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses asmay be subsequentlyspecified by written notice.
10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under the laws of the
Stateof Nevada.
10.07 Other Instruments. Theparties hereto covenant and agree that they will execute each such other andfurther instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Signed, sealed and delivered in the presence of:
/s/ Stephen Shepherd /s/ Vasiliy Smetanin
Stephen Shepherd Vasiliy Smetanin
CEO, Avra Inc. CEO, Mango Pay SRL
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