EXHIBIT 10.2
JOINT VENTURE AGREEMENT
Joint Venture Agreement between
MARINE EXPLORATION INTERNATIONAL, INC. AND HISPANIOLA VENTURES, LLC
(Signatories in their representative capacity:
Burt D. Webber, Jr. and Miguel Thomas Gonzalez)
THIS JOINT VENTURE AGREEMENT executed this 13th day of March, 2007, and
effective as of the Effective Date, is made by and between MARINE EXPLORATION
INTERNATIONAL, a Nevada Corporation and duly organized, United States of America
(hereinafter referred to as "MEI"), and HISPANIOLA VENTURES, LLC, a limited
liability corporation headquartered in Miami, Florida and duly organized and
existing under the laws of the state of Florida, United States of America
(hereinafter referred to as " HISPANIOLA VENTURES, LLC").
RECITALS:
WHEREAS, MEI and HISPANIOLA VENTURES, LLC desire to enter into a joint
venture as hereinafter described for two ventures entitled "Operation Mystery
Galleon" and "Operation Abrojos" which includes, but is not limited to, the
raising of capital in the form of publicly traded "penny stocks" for the purpose
of supporting an operation to the Serranilla and Bajo Nuevo Banks in the
Caribbean Sea (Mystery Galleon ) and the South Reef on the Silver Bank North of
the Dominican Republic (Abrojos) for the purpose of attempting to locate, access
and salvage a Spanish Galleon ("Mystery Galleon") and an English Corsair and to
recover their treasure, if any (as hereinafter defined); and
WHEREAS, MEI and HISPANIOLA VENTURES, LLC desire to enter into this
Agreement to establish their respective interests, rights and obligations in
connection with such joint venture;
NOW, THEREFORE, MEI and HISPANIOLA VENTURES, LLC, intending to be legally
bound hereby, do mutually covenant and agree as follows:
Article 1. Definitions
1. Definitions. For purposes of this Agreement, the following terms shall have
the meanings set forth below:
1.1 "Agreement" shall mean this Joint Venture Agreement, including all
Exhibits attached hereto which are incorporated herein, as the same may be
modified or amended by the Parties in accordance with the provisions hereof.
1.2 " MEI" a Nevada Corporation whose President is Miguel Thomas Gonzalez.
1.3 "HISPANIOLA VENTURES, LLC" a Florida Limited Liability Company managed
and operated by Burt D. Webber, Jr.
1.4 "Confidential Information" as defined in Section 12.1 hereof.
1.5 "Default" as defined in Section 10.1 hereof;
1.6 "Effective Date" shall mean March _13__, 2007.
1.7 "Existing Contracts" as defined in Section 3.4 hereof.
1.8 "Force Majeure" as defined in Section 11.2 hereof.
1.9 "Joint Venture" shall mean the "Mystery Galleon" and "Abrojos" joint
venture arrangements between the Parties established pursuant to the provisions
of this Agreement.
1.10 "Joint Venture Territory" shall mean the world.
1.11 "LLC Agreement" as defined in Section 2.2.1 hereof.
1.12 "Marketing Plan" as defined in Section 3.1 hereof.
1.13 "Operating Costs" as defined in Section 3.6 hereof.
1.14 "Parties" or "Party" shall mean, respectively, MEI and HISPANIOLA
VENTURES, LLC, or either of them, and shall include their respective successors
in interest.
1.15 "Treasure" items of value consisting of gold, silver, jewels, china,
fittings or other artifacts of historic value.
Article 2. Purpose and Structure
2.1 Joint Venture Purpose. Subject to and under the terms and conditions
set forth in this Agreement, the Parties hereby establish the Joint Venture,
with effect as of the Effective Date, with the purpose of ventures entitled
"Operation Mystery Galleon" and "Operation Abrojos" which includes, but is not
limited to, the raising of capital in the form of publically traded "penny
stocks" for the purpose of supporting an operation to the Serranilla and Bajo
Nuevo Banks in the Caribbean Sea and the South Reef in the Caribbean Sea for the
purpose of attempting to locate, raise and recover a Spanish Galleon ("Mystery
Galleon") and an English Corsair, and to recover their treasure, if any
according to the provisions of this Agreement.
2.2 Joint Venture Structure. The Parties shall maintain legally distinct
corporate structures while working together in this venture.
Article 3 - Marketing Responsibilities
3.1 Marketing Plan. MEI shall develop and define for review and approval
and, as so approved, shall implement a comprehensive business plan and strategy
for the sale and distribution of penny stock shares in the Joint Venture
Territory, consistent with the provisions of the United States Government, the
operational documents of MEI and this Agreement ("Marketing Plan"). The Parties
shall revise the Marketing Plan as needed to achieve the overall business
results desired.
3.2 License to Documentary and Materials. The Parties contemplate that
HISPANIOLA VENTURES, LLC shall make available one or more documentary films and
other marketing materials to MEI. HISPANIOLA VENTURES, LLC hereby grants MEI a
non-exclusive license to use the documentary and materials, or any portion
thereof, for the furtherance of the stated purpose of this Agreement. MEI shall
act in good faith in its use of the documentary and materials, or any portion
thereof, and shall not use the materials for any other purpose. HISPANIOLA
VENTURES, LLC makes no warranties as to any potential license or claim by CBS
Broadcasting network, A&E, Discovery Chanel and/or their affiliates and/or
subsidiaries, to the referenced documentaries and materials.
3.2 Non-Compete, Non-Circumvent. The Parties acknowledge that they shall
execute a Non-Compete, Non-Circumvent Agreement contemporaneous with the
execution of this Agreement and that said agreements shall be made a part hereof
by reference and incorporation.
3.3 Existing Contracts. The Parties shall, as of the Effective Date, assign
to the Company all existing contracts and/or all existing contracts shall be
read to inure to the benefit of the Parties hereto.
Article 4 - Support Services
4.1 Covenant of Cooperation. Both MEI, and HISPANIOLA VENTURES, LLC.
covenant to provide each other cooperation and support for the duration of this
Agreement. The pro formas for which this Agreement refers are attached hereto.
4.2 "Back up" Projects. The Parties acknowledge that the search for the
"Mystery Galleon" and the English Corsair are subject to a difficult process
which, in turn, carries no guarantee of success. Nevertheless, the Parties
acknowledge the need to present a viable project to the investors in MEI.
Accordingly, the Parties agree that HISPANIOLA VENTURES, LLC. shall offer a
right of first refusal to MEI for participation in the search for two additional
vessels. If such right is exercised, HISPANIOLA VENTURES, LLC. shall be entitled
to new compensation in an amount not less than the compensation contemplated by
this Agreement.
Article 5 - Compensation and Escrow Guidelines
5.1 Distributions to Hispaniola Ventures, LLC. The Parties acknowledge that
HISPANIOLA VENTURES, LLC has payroll requirements which must be met as a
requirement of this Joint Venture. Specifically, Burt Webber shall receive the
monthly sum of $10,000.00 on the first of each month and Edward Krajewski shall
receive the monthly sum of $7,000.00 on the first of each month, beginning April
1, 2007 and continuing for the duration of this Joint Venture.
5.1.1 Mystery Galleon: Ninety (90) days from the initial date of trading of
MEI stock, subject to performance liquidity of said security, MEI shall cause
the sum of $150,000.00 (Package Fee) to be paid to HISPANIOLA VENTURES, LLC.
Upon execution of a valid exploration and salvage contract with the "Host
Country", MEI shall cause the sum of $100,000.00 (Bonus) to be paid to
HISPANIOLA VENTURES, LLC. Upon the bona-fide discovery of the treasure galleon,
MEI shall cause the sum of $50,000.00 (Bonus) to be paid to HISPANIOLA VENTURES,
LLC.
5.1.2 English Corsair: Ninety (90) days from the initial date of
trading of MEI stock, subject to performance liquidity of said security, MEI
shall cause the sum of $150,000.00 (Package Fee) to be paid to HISPANIOLA
VENTURES, LLC. Upon execution of a valid exploration and salvage contract with
the "Host Country", MEI shall cause the sum of $100,000.00 (Bonus) to be paid to
HISPANIOLA VENTURES, LLC. Upon the bona-fide discovery of the treasure corsair,
MEI shall cause the sum of $50,000.00 (Bonus) to be paid to HISPANIOLA VENTURES,
LLC.
5.2 The Parties wish to adhere to strict guidelines regarding the flow of
capital. Accordingly, the Parties agree that all monies flowing by and between
the Parties shall be directed the Trust Account of a licensed United States
attorney ("Escrow Account"). The escrow attorney shall issue receipts for all
funds received and disbursed by and between the parties. The Parties hereby
designate the Trust Account of Florida attorneys Scaglione & Quesada, P.A. as
the Escrow Account.
5.3 By agreement, HISPANIOLA VENTURES, LLC shall, from time to time, make
escrow disbursement requests of MEI for legitimate joint venture related
expenses. Said requests shall be specific in nature and shall not be reasonably
denied. Receipts for all expenditures shall be filed with Escrow Agent and shall
be made available to MEI upon forty eight (48) hours notice.
5.4 Adequate Capitalization. Upon notice that a "host country" exploration
and salvage contract has been procured; MEI shall provide sufficient evidence of
its financial capabilities for funding the exploration(s).
5.4.1 Financial Obligation. The Parties acknowledge that MEI is aware of
the funding responsibilities required to fund HISPANOLA VENTURES, LLC. upon the
obtaining of host country exploration and salvage contract(s). Such funding
estimates are outlined in the attached exhibits. MEI hereby warrants and
represents that it has the wherewithal to meet such funding requirements.
Additionally, MEI acknowledges other outstanding debts of HISPANOLA VENTURES,
LLC. (as outlined in the exhibits) and consents to pay the same on behalf of
HISPANOLA VENTURES, LLC. Further, MEI hereby agrees to either provide or fund a
debit card for the official business use of HISPANOLA VENTURES, LLC with a limit
of $5,000.00. Said debit card shall be used to charge actual and bona-fide
expenses of HISPANOLA VENTURES, LLC related solely to the venture(s) and a full
accounting of any such expenditures shall be provided to MEI.
5.5 Profit Sharing. The Parties acknowledge that fifty percent (50%) of the
treasure recovered, if any, on each venture will be transferred to the Host
Country Government as compensation for their issuance of an exploration and
salvage agreement (Host Country Contract). The remaining fifty (50%) of the
treasure (or equivalent fair market value thereof) shall be divided equally
between MEI and HISPANIOLA VENTURES, LLC. Additionally, during the disbursement
phase, neither Party shall market, sell, trade or convert their percentage of
the treasure without the written consent of the other Party, which consent shall
not be reasonably withheld.
5.6 License and Profit Sharing Regarding Royalties and Media. The Parties
agree that the combination of Burt D.Webber Jr's reputation and the exciting
nature of the ventures shall create significant media interest. It is
contemplated a major network or production company shall bid to film a
documentary or other feature of one or more venture. The Parties agree that any
and all net revenues, royalties on reproductions, and any and all net royalties
on documentary films or other visual media, shall be divided equally between MEI
and HISPANIOLA VENTURES, LLC. Documentation of said royalties and any
appurtenant costs relative to same shall be subject to the accounting practices
and guidelines as set forth in the Agreement
Article 6 - Term and Termination
6.1 Term. The initial term of this Agreement shall be from the Effective
Date through final distribution of treasure, if any and this Agreement shall
remain in effect throughout any distributions under Paragraph 5.5 above, unless
and until terminated as provided herein.
6.2 Termination. Any Party may terminate this Agreement effective not
earlier than December 31, 2010 by giving the non-terminating Party (Parties) at
least ninety (90) days prior written notice of termination. In addition, either
Party may terminate this Agreement on sixty days prior written notice in the
event of a Default. This Agreement may also be terminated as a result of binding
arbitration, the completion of which following an actionable default.
6.3 Involuntary Termination. If this Agreement is terminated due to a
final, non-appealable order of a panel of arbitrators, court or governmental
agency or authority having jurisdiction or with the consent of both Parties in
connection with a court or governmental agency order or directive, the Parties
shall act as each others exclusive agent for the winding up of affairs under
this Agreement for a mutually agreed period, or in the absence of any agreement,
for twelve (12) months from the effective date of such termination unless and
except to the extent that such arrangement is barred by such order or directive.
Article 7 - Transition Matters
7.1 Exchange Agreements. Exchange agreements whereby any Treasure is
received or transmitted anywhere in the Joint Venture Territory shall be entered
into solely and exclusively by the Company.
7.2 Third Party Beneficiary. Because not all Existing Contracts or informal
agreements may be unilaterally assignable to the Company by the Parties, each
Party agrees that, until such Existing Contracts expire or terminate or the
consent to such assignment has been obtained, such Party shall perform such
Existing Contract for the exclusive benefit of the Company, with the "benefit"
of the contract being credited to the Company.
Article 8 - Bookkeeping and Accounting
8.1 Books and Records. The Company shall keep true and accurate books of
account and records and shall make all reports in accordance with sound
accounting practices and principles employing standards and procedures, and in a
form, in conformity with U.S. generally accepted accounting principles (GAAP).
If, in the reasonable opinion of either Party, such practices do not readily
provide for the preparation of quarterly financial reports in a form that it is
accustomed to using in their own operations, then the detailed substance for the
preparation of all necessary financial reports and all relevant cost reports
shall be supplied to the Parties and the Company at the Company's expense.
8.2 Financial Reports; Audit. At the end of each fiscal year, the financial
records of the Company shall be audited at the Company's expense by a firm of
independent certified public accountants of international reputation to be
selected by the Parties, as auditor of the Company. The financial reports
prepared by the Company and the audit report prepared by these accountants shall
be in English. The Parties, each at its own expense, reserve the right to have
an annual review and audit made by an outside accounting firm of its own choice
of: (i) the audit prepared by the auditor of the Company; and (ii) the
underlying records of the Company.
8.3 Access to Books and Records. In addition to any other rights they may
have under the laws of the State of Nevada as members of the Company, the
Parties each shall have the right to verify any information pertinent to this
Agreement. Upon written request by either Party from time to time, the Company
shall provide to an independent third party accountant selected by the Party
making the request, at reasonable times during normal business hours, subject to
the receipt by the Company of an appropriate confidentiality agreement signed by
such accountant, access to the Company's books, records and accounts relating to
this Agreement, except as such access may be prohibited by law or presently
existing third party confidentiality agreements. Such independent third party
accountant shall thereupon have the right to make copies of and abstracts from
such books, records and accounts, at the requesting Party's expense, which
copies may be removed from the premises of the Company and retained by such
accountant, subject to the terms of the confidentiality agreement signed by such
accountant. It is agreed that such accountant may report to the requesting Party
only its conclusions resulting from such accountant's review of the Company's
data, and nothing else.
Article 9 - Representations and Warranties
9.1 Each of the Parties represents and warrants to the other Party that:
(i) as a signatory, he is an individual, over the age of
eighteen, with the requisite competency to enter this Agreement;
(ii) he has all requisite power and authority, corporate or
otherwise, to execute and deliver this Agreement and the LLC Agreement;
(iii) the execution and delivery of this Agreement and the LLC
Agreement, and the consummation of the transactions contemplated hereby and
thereby, have been duly and validly authorized by the individual or, if a
corporation, by the corporation's Board of Directors and no other corporate
proceeding or approvals on its part are necessary to authorize this Agreement or
the LLC Agreement or to consummate the transactions contemplated hereby or
thereby;
(iv) this Agreement and the LLC Agreement have been duly
executed and delivered and, assuming the due authorization, execution and
delivery hereof and thereof by the other Party, constitute legal, valid and
binding obligations, enforceable against him in accordance with their respective
terms, except as such enforcement may be limited by applicable law and general
equitable principles;
(v) the execution and delivery of this Agreement and the LLC
Agreement and the consummation of the transactions contemplated hereby and
thereby by it do not and will not (a) constitute a violation of any law,
statute, rule or regulation, (b) constitute a breach or violation of any
provision contained in its articles or certificate of incorporation or bylaws,
(c) constitute a breach of any provision contained in, or a default under, (1)
any authorization, consent, approval, license, permit, certificate or exemption
of any governmental authority, (2) any order, writ, injunction, judgment or
award of any governmental authority or (3) any contract or other agreement to
which it is a party, or (d) result in or require the creation of any lien, claim
or encumbrance upon any of its assets (other than such violations, conflicts,
breaches, defaults or creations of liens, claims or encumbrances that,
individually or in the aggregate, could not reasonably be expected to have a
material adverse affect on its or the Company's business, operations, assets,
conditions (financial or otherwise), results of operations or prospects);
(vi) no authorizations, consents, approvals, licenses,
permits, certificates of any governmental authority, and no notifications,
filings or registrations to or with any governmental authority or any other
person or entity is or will be necessary for the valid execution and delivery of
this Agreement or the LLC Agreement or the consummation of the transactions
contemplated hereby or thereby other than (1) those that have been obtained or
made and are in full force and effect, and (2) those that the failure to obtain
or make, individually or in the aggregate, could not reasonably be expected to
have a material adverse effect on its or the Company's business, operations,
assets, condition (financial or otherwise), results of operations or prospects.
This paragraph exists exclusive of the mutually disclosed requirement that, for
the Company to achieve its business goals, authorization and contract with the
"Host Country" is absolutely required.
9.2 Health, Safety and Environmental Compliance. In the performance of this
Agreement, the Parties shall comply in all material respects with any and all
applicable laws, regulations, permits and orders of governmental authorities
pertaining to health, safety and the environment.
9.3 No Guaranties. The Parties acknowledge that HISPANIOLA VENTURES, LLC
does not guarantee the securing of a contract with a "host nation" for purposes
of beginning location and salvage operations; does not guarantee locating the
"Mystery Galleon" vessel, the English Corsair or any other vessel; does not
guarantee salvaging the "Mystery Galleon" vessel, the English Corsair or any
other vessel; does not guarantee recovering treasure from the "Mystery Galleon"
vessel, the English Corsair or any other vessel. Notwithstanding the foregoing,
HISPANIOLA VENTURES, LLC will absolutely and unequivocally use its best efforts
to achieve the highest degree of success of the ventures.
Article 10 - Default and Remedies
10.1 Definition. For purposes of this Agreement, a "Default" shall mean,
with respect to a Party, the failure by such Party to make any payment or to
perform any other material obligation under or pursuant to this Agreement (for
any reason other than an event of Force Majeure as more fully defined below),
which failure remains uncured for thirty (30) days after receipt of notice of
such failure from the other Party.
10.2 Rights and Obligations upon Default. Upon the occurrence of any
Default, the non-defaulting Party may, at its option, terminate this Agreement
in accordance with the provisions of Section 6.2 hereof and/or may make a claim
for damages pursuant to Section 11.3 hereof.
10.3 Damages. In the event of any Default, the defaulting Party shall
compensate the non-defaulting Party for all loss or damage sustained as a direct
result of the Default, excluding punitive, exemplary, consequential or
contingent damages (e.g., loss of profits, loss of goodwill and investment
opportunity loss). No claim for damages hereunder shall be made later than six
(6) months after a Default shall have occurred or should have reasonably been
discovered by the non-defaulting party.
Article 11 - Force Majeure
11.1 The inability of either Party to make or take delivery hereunder (or
any material portion thereof) of any document, information or other item, when
due, if occasioned by an event or condition of Force Majeure, shall not subject
such Party to any liability hereunder to the extent that such event or condition
prevents or delays in whole or in material part the acceptance, conversion, or
performance by such Party hereunder. The Parties shall be entitled to revise
operation timelines and/or adjust compensation, whichever is reasonable and
appropriate, without further liability, but the Agreement shall otherwise remain
unaffected.
11.2 For purposes of this Agreement, "Force Majeure" shall mean, without
limitation, conditions arising out of war, fire, flood, strike, breakage of
equipment, accident, riot, action of governmental authority and laws, rules,
ordinances and regulations (including, but not limited to, those dealing with
pollution, health, ecology, tariffs, duties and other governmental assessments
or restrictions, environmental matters), act of God, the inability to obtain any
materials (including energy source or power for sea/water operations), or any
other event, contingency or circumstances of like or different character beyond
the reasonable control of the Party so affected which prevents or delays the
material performance by such Party of its obligations hereunder.
11.3 If a Party is prevented or delayed by Force Majeure from performing
hereunder, it shall give prompt notice to the other Party and the Company and
take all actions within its power (excluding the settlement of labor disputes or
strikes or acting in contra version of the orders of a foreign government) to
remove the basis for non-performance and after doing so shall resume performance
as soon as possible.
11.4 Notwithstanding the above definition of Force Majeure and the
provisions of Section 11.1 hereof to the contrary, the failure by either Party
to perform any of its obligations under this Agreement shall be deemed not to
have been caused by Force Majeure or circumstances reasonably outside its
control if such failure results from breakage or accident to machinery,
equipment, vessels or other property or the partial or entire failure thereof or
the necessity to make repairs or alterations thereto which result from normal
wear and tear or which could be reasonably anticipated by a reasonably prudent
operator or in circumstances where a reasonably prudent operator would have
standby equipment or spare parts.
Article 12 - Confidentiality and Public Statements
12.1 Except as otherwise provided in this Article 12, the terms and
conditions of this Agreement, and all data, reports, records, and other
information of any kind whatsoever developed or acquired by either Party in
connection with the Joint Venture shall be used solely for purposes of this
Agreement and the LLC Agreement and shall be treated by the Parties as
confidential (hereinafter referred to as "Confidential Information") and neither
Party shall reveal or otherwise disclose such Confidential Information to third
parties, other than the Company, without prior written consent of the other
Party. The foregoing restrictions shall not apply to the disclosure of
Confidential Information by a Party to any of its affiliates, and to employees
and consultants of the Parties; provided, however, that in any such case only
such Confidential Information as such third party shall have a legitimate
business need to know shall be disclosed and the person or company to whom
disclosure is made shall first undertake in writing to protect the confidential
nature of such Confidential Information at least to the same extent as the
Parties are obligated under this Article 12. In addition, the foregoing
restrictions shall not apply to information that (i) at the time of its
disclosure is, or thereafter becomes, generally available to the public other
than as a result of a disclosure by a Party or any of its affiliates in
violation of this Agreement, (ii) was known by or available to the Party
receiving such information or its affiliates on a non-confidential basis prior
to its disclosure to such Party pursuant to this Agreement (provided that the
source of such information was not known by such Party or its affiliates to be
then bound by a confidentiality agreement or other obligation of confidentiality
to the other Party or any of its affiliates with respect to such information),
or (iii) becomes available to such Party or its affiliates on a non-confidential
basis (provided that the source of such information was not known by such Party
or its affiliates to be then bound by a confidentiality agreement or other
obligation of confidentiality with respect to such information). Notwithstanding
anything contained herein to the contrary, in the event that (1) any information
or materials is excluded from the term Confidential Information hereunder
because such information or materials was known by or available to a Party or
any of its affiliates on a non-confidential basis through a source which was not
known by a Party or any of its affiliates to be bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the other Party or any of its affiliates with respect to such
information or materials, and (2) a Party or any of its affiliates thereafter
becomes aware that such source was, in fact, bound by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the other Party or any of its affiliates with respect to such
information or materials, then, upon such awareness, such information or
materials shall thereafter be deemed to be Confidential Information hereunder;
provided, however, that a Party or any of its affiliates shall not have any
liability hereunder for any disclosure of such Confidential Information which it
may have made prior to such awareness.
12.2 Nothing contained in this Agreement shall be deemed to prohibit a
Party from disclosing any of the Confidential Information to the extent required
by law, regulation, legal process or other legal compulsion. In the event that a
Party or anyone to whom it transmits any Confidential Information in accordance
with this Agreement are requested or required (by deposition, interrogatories,
requests for information or documents in legal proceedings, subpoenas, civil
investigative demand or similar process), in connection with any proceeding or
investigation to disclose any Confidential Information, that Party will use
commercially reasonable efforts to give the other Party prompt written notice of
such request or requirement so that the other Party may seek an appropriate
protective order or other remedy and/or waive compliance with the provisions of
this Agreement, and that Party will cooperate (reasonably) with the other Party
(at the latter's expense) to obtain such protective order. In the event that
such protective order or other remedy is not obtained and the other Party does
not waive compliance with the relevant provisions of this Agreement, the Party
so requested or required to disclose Confidential Information (or such other
persons to whom such request is directed) will furnish only that portion of the
Confidential Information which, in the opinion of its counsel, is legally
required to be disclosed and, upon the other Party's request, and at its
expense, use commercially reasonable efforts to obtain assurances that
confidential treatment will be accorded to such information.
12.3 Neither Party shall make any public announcement or public disclosure
with regard to the Joint Venture, including confidential and non-confidential
information, without the prior written consent of the other Party as to the
content and timing of such announcement or disclosure unless such Party is
required by law to make such public announcement or disclosure, in which case
the provisions of Section 12.2 hereof shall apply with respect to any
Confidential Information disclosed.
12.4 Prior to the disclosure of any technical or proprietary Confidential
Information by one Party to the other, or by a Party to the Company, the
Parties, or Party and the Company, as the case may be, will enter into a
separate Confidentiality Agreement covering such disclosures in the event such
disclosures are not protected by any pre-existing agreement by the Parties or by
the Party and Company, as the case may be.
12.5 Nothing in this Agreement shall require the Parties to disclose to the
Company or to each other confidential information received from third parties
which is precluded by written agreement from further disclosure by the Parties.
Article 13 - Miscellaneous
13.1 Assignment. Neither Party hereto may assign or otherwise transfer, in
whole or part, to any third party, any of its rights or obligations under this
Agreement without the prior written consent of the other Party provided,
however, that no such consent shall be required for assignment to a successor in
interest of all or substantially all of the assets or business of any Party to
which this Agreement relates (unless such successor in interest is, at the time
of proposed assignment, a competitor of the other Party or is otherwise
objectionable to the other Party for legitimate business reasons, and such
objection is asserted in good faith and not waived by the Party asserting it).
As part of any permitted assignment, the assigning Party shall require its
assignee to accept and be bound by the terms of this Agreement. In the case of
an assignment to a successor in interest of a Party, the assigning Party shall
remain liable for the performance by the assignee of the obligations of the
assigning Party under this Agreement unless the other Party agrees otherwise in
writing. This Agreement shall be binding upon and inure to the benefit of the
successors in interest and permitted assigns of the Parties hereto.
13.2 Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida, without giving effect to
conflict of laws principles thereof.
13.3 Relationship of Parties. Each Party hereto shall be responsible only
for the obligations and liabilities as expressly set forth in this Agreement.
Nothing contained in this Agreement shall be deemed to constitute either Party
the agent or legal representative of the other. Neither Party shall have any
authority to act for or to assume any obligation or responsibility on behalf of
the other Party, except as otherwise provided herein or provided for in any
ancillary documents fully executed by the parties.
13.4 Entire Agreement. This Agreement, including the Exhibits attached
hereto constitute the entire agreement of the Parties in respect to the subject
matter hereof and thereof. Any and all previous discussions, representations,
negotiations, proposals and understandings relative thereto, oral or written,
are superseded by this Agreement, and any and all other documents exchanged by
the Parties prior to the signature of this Agreement and relating to the subject
matter hereof and thereof, whether or not signed by either or both of the
Parties, are null and void.
13.5 Amendments. No waiver, modification or amendment of this Agreement
shall be valid for any purpose whatsoever unless made in writing and signed by
all Parties.
13.6 Severability. The Parties agree that if any part, term or provision of
this Agreement shall be found illegal or unenforceable by a court of competent
jurisdiction or by binding arbitration, the validity and effect of the remaining
parts, terms and provisions shall not be affected thereby.
13.7 Headings and Titles. The various headings and titles in this Agreement
are inserted solely for convenience and shall not affect the meaning or
interpretation of this Agreement.
13.8 Waiver. The failure of any Party to insist on a strict performance of
any of the terms or provisions of this Agreement shall not be deemed a waiver of
any subsequent breach of or default in the performance of such terms or
provisions.
13.9 Notices. All notices made or required hereunder shall be deemed
sufficiently given if made by first class mail or by personal delivery, air
express courier or by facsimile or electronic transmission and confirmed by
first class mail, properly addressed and sent to the recipient at its designated
address. All notices shall be deemed to have been sent on the date mailed or, if
by fax or electronic mail on the date faxed or sent, and to have been received
on the third business day thereafter in the case of mail or when actually
received in the case of fax or electronic mail (subject to telephonic
confirmation of receipt). For purposes hereof, the designated addresses and
numbers of the Parties shall be the following addresses and numbers or, with
respect to either Party, such other address as such Party may at any time
designate in a notice given in accordance with this section for these purposes:
TO HISPANIOLA VENTURES, LLC:
Burt D. Webber, Jr.
7364 SW 82nd Street, Apt E109
Miami, Florida
E-Mail: webbsea@aol.com
TO MEI:
Office #: 303-641-2837
Fax #: 888-215-4708
E-mail: mtg@mtg-financialservices.com
13.10 Disputes. In the event the Parties, using commercially reasonable
efforts, fail to amicably resolve within thirty (30) days any dispute arising
out of: (i) the interpretation of this Agreement, (ii) the execution, amendment
or termination of any Company contract with any person or entity, including any
sales Contract or Purchase Contract, involving a Company commitment reasonably
expected in the aggregate to exceed fifty thousand dollars ($50,000), unless
both Parties otherwise agree, such matter shall be resolved in accordance with
the following:
13.10.1 Each Party shall set forth their respective positions with regard
to the issue in dispute in writing and resolution of the issue shall be
determined by arbitration by a panel of three (3) arbitrators, certified by the
American Arbitration Association (AAA) one (1) of whom shall be appointed by
Burt D. Webber, Jr., one (1) by Scott MEI and one (1) by the other two (2)
arbitrators. If the first two (2) arbitrators cannot agree on the appointment of
a third arbitrator, then such third arbitrator shall be appointed by the
Southeast Regional Director of the American Arbitration Association. The
arbitration shall be conducted in Miami Florida pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. The Parties hereto
agree that the determination of the arbitrators will be final and binding.
Judgment upon the arbitrators' award may be entered in any court having
jurisdiction thereof. Webber and MEI shall each bear the costs of their
respective arbitrators and their related expenses, and the costs of the third
arbitrator and his related expenses, as well as all other costs of the
arbitration, shall be paid equally by Webber and MEI or as otherwise determined
by such arbitrators. During arbitration, the Parties shall continue to perform
their obligations under this Agreement with the exception of those under
arbitration.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement,
consisting of twelve (12) pages to be executed by their duly authorized and
empowered representatives on the day and year first above written, but effective
as of the Effective Date.
HISPANILOA VENTURES, LLC MARINE EXPLORATION INTERNATIONAL
____________________________ _____________ ____________ for MEI Inc.
By: Burt D. Webber, Jr. By: Tom Gonzalez, Director
EXHIBIT - FUNDING REQUIREMENTS
OPERATION MYSTERY GALLEON - Funding for the project is estimated at $900,000.00
OPERATION ABROJOS - Funding for the project is estimated at $1,250,000.00
HISPANILOA VENTURES, LLC - $40,000.00 TOTAL - $23,500 to be wire transferred to
Escrow Agent within two (2) days of execution of this Agreement. The remaining
$16,500 to be wire transferred or deposited with Escrow Agent by March 15, 2007.
Edward Krajeski $35,000.00 TOTAL - $6,000.00 by March 10, 2007. $15,000.00
requested by May 15, 2007. Remaining balance paid no later than March 1,
2008.
Scaglione & Quesada: $150,000.00 TOTAL. $10,000.00 by April 1, 2007. With
the remaining balance paid in equal amounts over the following five months.