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                                                  THE JOINT VENTURE CONTRACT:

  • This Venture is for the purpose of providing support to 5 Star Film Company Ltd by providing Program Scheduling & website management administration to the "One World Television Channel. It is recommended that three Program Schedulers trained by our Company be engaged,as well as another three team members.

  • The 5 Star Film Company Ltd Administration Office is based in Cumbernauld,yet meetings are to be scheduled via online conference. Although meetings are scheduled monthly, the partner shall be entitled to call for a meeting on a weekly basis at their own discretion,and this option shall be mutually replicated.

  • The Joint Venture is a contractual based venture whereas the Partner shall earn an annual amount of 1% equity of 5 Star Film Company Ltd. 10% stake in the "One World Television" Channel or £2,000,000 per annum,whichever is greater paid monthly

  • Equity payments shall be distributed by 5 Star Film Company Ltd over a term of six years only. All accounts data,expenditure,incomes shall be made available to all.

       The Joint Venture Contract is available only to Companies that exist outside of the Media & Film Industry





            

        



            How a Company earning less than £300 k can grow into a £2,000,000 earner in one year?


Step 1.  Establish a Subsidiary: Incorporate Your new subsidiary naming your present Company Directors as the subsidiary Directors,then register the new Company at Companies House under a new business category.

Step 2.  The subsidiary assigns 3 employees to fulfil the roles of Program schedules & website management.

Step 3.   The Joint Venture Contract is purchased. The £96,000 Investment pays for the first 3 months broadcasting contract fees,and will be refunded 33 days after the Channel launch date.
However if a £96,000 bid has already been called,then the bidding will enter the second round and will rise to £199,000. (Only registered bidders will know where the present bid stage has progressed)

Step 4.   Initial Program scheduling training begins after signing the contract below,meanwhile,the Channel will then be cued to launch; this may take from 4 - 6 weeks,which is adequate time to master the technique. 


The Joint Venture Subsidiary will then be paid its 1% equity revenue monthly over 10 months for the first year,in subsequent years the annual amount will be divided over 12 months.



                                                            


                                 "One World Television" Channel Administration Contract

                                                        JOINT VENTURE AGREEMENT


THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this ________ ________ ________ (the "Execution Date"),


BETWEEN:


5 Star Film Company Ltd. of 81 Greenrigg Rd, Cumbernauld, Scotland, G67 2qa, and

____________________________ of _________________________, _______________, England, __________

(individually the "Member" and collectively the "Members").


BACKGROUND:


  1. The Members wish to enter into an association of mutual benefit and agree to jointly invest and enter a joint venture Television Channel Administration Management enterprise.
  2. The terms and conditions of this Agreement sets out the terms and conditions governing this association.


IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:


  1. Formation
  2. By this Agreement the Members enter into a joint venture (the "Venture") in accordance with the laws of the Country of England & Wales. The rights and obligations of the Members will be as provided under the common law or as stated in the applicable legislation of the Country of England & Wales(the 'Act') except as otherwise provided here.
  3. The Joint venture will serve the purpose of enabling a ready to launch television Channel "One World Television"Channel to launch by fulfilling its broadcasting contract obligations which require a further sum of £96,000 to engage its broadcasting contract paid 3 months in advance. If bidding reaches its second round,the contractual amount shall rise to £199,000.
  4. The Joint venture will also provide the additional service management to the Television Channel through the partners engagement of three Program schedulers,as well as a Website Administration Manager.
  5. The recommended Joint venture Company team should comprise of at least six staff.
  6. The Joint Venture Company will be awarded a contractual fee of 1% of 5 Star Film Company Ltd. 10% stake in the Business, or £2,000,000 per annum,whichever is greater paid monthly.£936,000 per annum. The initial payments will be paid in ten installments and the following year will be paid in 12 monthly instalments. An initial investment bid will apply an initial to enable the Channel to launch.
  7. The bid for the Channel Administration Contract shall commence at £96,000.
  8. The Broadcasting contract shall be assigned by a partner broadcast management firm,who require the broadcast fee to be paid 5 weeks prior to the launch date.
  9. The Advertising revenue will be delivered to 5 Star Film Company Ltd by commissions contract with SKY Media Sales house,who will provide advertising and revenue,due in arrears 30 days after each broadcasting date. The Advertising is paid for fortnightly.
  10. There shall be a 60 days cooling period from the date of the Joint Venture Contract investment payment day,until the first Administration fee monthly payment. This is to allow 4 weeks for the Programs to be ingested onto the Playout Schedule,and another 4 weeks for after the launch date for "SKY Media" to assess the previous months viewer stat figures,to arrive at a revenue cost to the advertisers.
  11. The Joint venture Administration fee of (1% revenue equity) or £2,000,000 per annum shall therefore be calculated & initially paid monthly over a period of 10 monthly cycles at a per month rate,commencing at the end of the second month of this contract.
  12. The Initial payment shall be distributed from the Advertising revenue delivered by SKY Media Sales house no later than 5 days from the assigned payment date.
  13. The Joint Venture Company should have a Corporate Bank account or a business account that allows this volume of funds to enter per annum.
  14. The Joint Venture TV Channel Administration Contract shall be operative for a minimum term of 1 year,and a maximum term of 6 years.
  15. This Contract can also be terminated by each party by a majority vote. Both parties are allowed three members each forming two quorums for the purpose of voting for a termination of contract.
  16. Name
  17. The business name of the Venture will be    "One World Television"
  18. Purpose
  19. The exclusive purpose of the Venture will be Television Channel Administration,to secure additional help with program scheduling,website management and also investment to enable the funding for payment of its initial 3 months in advance broadcast operations management contract fee.
  20. Term
  21. This Venture will begin starting 2018 and continue in full force and effect until 2024 (the "Term") or as otherwise provided in this Agreement.
  22. This Agreement may be extended with the unanimous consent of all Members.
  23. Place of Business
  24. The principal office of the business of the Venture will be located at its Administration Offices in Cumbernauld Scotland or such other place as the Members may from time to time designate.
  25. Business Management
  26. The following managers (the "Managers") have been appointed by the Members to manage the Venture:
    1. Laird A Salmon
    2. Lorena Carey
    3. Jayson Johnson


  1. Except as otherwise provided in this Agreement, the individual Managers may be appointed, replaced, or removed upon unanimous consent of the Company Members.
  2. The Managers will have a primary duty to the best interest of the Venture and not directly to any individual Member.
  3. Within the limits of the Purpose of the Venture and the terms of this Agreement, the Managers, acting jointly, will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Conduct and actions of the Managers will be dictated by policy and procedure established by the Members. Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Managers, acting jointly.
  4. The Managers will jointly decide major issues concerning the Venture. Where Managers are unable to reach agreement in deciding major issues, approval by a majority vote of the Members at a regular or special meeting will be required.
  5. Only a quorum of three People from each Company Management team are allowed to vote.
  6. Voting is not permitted on issues that relate to the changing of the Channels Branding,image,Program Content,nor work schedules and tasks assigned to the Parent Company.
  7. Voting can be permitted to reach an agreement on including new roles,assignments,delegating new contracts,employing freelancers,granting loans.
  8. Management Duties


  1. Except as otherwise specified in this agreement, the duties and obligations of the Managers in relation to the Venture will include the following:


    1. Managing the day to day business of the Venture;
    2. Program Planning & assigning Program scheduling tasks
    3. monitoring, controlling and directing the financial, business and operational affairs of the Venture;

    4. Channel Traffic Management
    5. proper maintenance of books of account and financial records according to accepted accounting practices;

    6. Channel Branding & Production of Promotional material
    7. monitoring, analysing and acting on all issues over which it would have express or implied authority according to this Agreement; and Reporting to OFCOM Compliance and regulatory governance.
    8. all responsibilities attached to hiring of production and administration staff including any required labour negotiations, and all responsibilities attached to hiring of third party contractors. Recruitment of TV Channel staff


  1. Member Duties


  1. Each Member will be responsible for its respective duties as follows
  1. Member
  • Duties Description
  • 5 Star Film Company Ltd
  • To provide an 9-11 person team to Manage the Channel 
  • contract a broadcast management firm,Plan Program
  •  schedules,
  • create promotional branding & program production,report 
  • to ofcom,fulfill Channel Traffic Management,
  • licensing & accounts
  • Partner Company
  • To schedule programs onto a booking calendar,
  • maintain a public publicity website & to release
  •  Program schedules to the Press. 
  • Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members' Interests are not affected except with the unanimous consent of the Members.
  • Capital Contributions
  • Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the "Capital Contribution"):
  1. Member

  • Contribution Description            
  • Agreed Value

  • 5 Star Film Company Ltd
  • This Capital investment will register the Channel with Barb,who monitor
  •  viewer stats. Barbs contract is £6,140 the remainder will employ a Traffic Manager until Advertising revenue is incoming. All R&D & licensing costs 
  • have already been covered by previous investment rounds. 

  • £20,000.00 

  • Partner Company
  • £96,000 -£99,00
  • A £96,000 minimum Capital Investment is required in order to pay for
  •  the first 3 month broadcasting fees,to enable the Channel to launch.
  • The launch Capital shall be refunded after 8 weeks,or when the first 
  • advertising revenue is delivered 30 days after the launch date.
 
  • All Members will contribute their respective Capital Contributions fully and on time. This shall be once a TV Channel launch date on the SKY Network has been confirmed,4 weeks prior to the launch date,and 8 weeks prior to the expected revenue earning date.
  • Withdrawal of Capital

  • No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.
  • The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement.
  • Additional Capital
  • Capital Contributions may be amended from time to time, according to the requirements of the Joint Venture, by decision of the Members as recommended by the Managers. Where Members' interests are affected, additional capital contributions (the "Additional Capital Contributions") must have the unanimous consent of the Members.
  • Any advance of money to the Venture by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to a greater voting power. Such debts may have preference or priority over any other payments to Members as may be determined by a majority of the Members.
  • Capital Accounts
  • The Joint Partner will be required to have a Corporate Bank Account.
  • An individual capital account will be maintained for each Member and their initial Capital Contribution will be credited to this account. Any additional, approved contributions to the Venture's capital made by a Member will be credited to that Member's individual Capital Account.
  • Interest on Capital
  • No borrowing charge or loan interest will be due or payable to any Member on any Capital Contribution or on their Capital Account despite any disproportion that may from time to time arise among the Capital Accounts of the Members.
  • Books of Account
  • Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect all the Venture’s transactions and will be appropriate and adequate for the business conducted by the Venture. The Joint Venture Contract and its Company Special Resolution will be registered with Companies House,who shall apply compliance to the Joint Venture,and only approve our accounts once evidence that The Joint venture fees have been transferred throughout each quarterly accounting period.
  • Banking and Venture Funds
  • The funds of the Venture will be placed in such investments and banking accounts as will be designated by the Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity.
  • Member Meetings
  • Regular Member meetings will be held monthly. Minutes of the meetings will be maintained on file.
  • Any Member can call a special meeting to resolve urgent issues that require a vote and that cannot wait for the next regularly scheduled meeting. When calling a special meeting, all Members must be provided with reasonable notice. Where a special meeting has been called, the meeting will be restricted to the specific purpose for which the meeting was called.
  • All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Members,if inconvenient then meetings shall be held via an internet conference.
  • Any vote required by the Members will be determined such that each Member receives one vote carrying equal weight.
  • Amendments
  • This Agreement may be amended only with the unanimous consent of all Members.
  • Admitting a new Member
  • New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members.
  • Dissociation of a Member
  • Where a Member is in breach of this Agreement and that Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to that individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture.
  • If the Venture is harmed as the result of an individual Member's action or failure to act, then that individual Member will be liable for that harm. If more than one Member is at fault then they will be jointly and severally liable for that harm.
  • Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member.
  • If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement.
  • Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing.
  • Dissolution of the Joint Venture
  • The Venture will be dissolved and its assets liquidated in the event of any of the following:
  1. the Term of the Venture expires and is not extended;
  2. a majority vote by the Members to dissolve the Venture;
  3. on satisfaction of the exclusive purpose of the Venture;
  4. loss or incapacity through any means of substantially all of the Venture's assets; or
  5. where only one Member remains.
  • Liquidation
  • On dissolution, the Venture will be liquidated promptly and within a reasonable time.
  • On the liquidation of the Venture assets, distribution of any amounts to Members will be made in proportion to their respective capital accounts or as otherwise may be agreed in writing.
  • Valuation of Interest
  • In the absence of a written agreement setting a value, the value of the Venture will be determined based on the fair market value appraisal of all Venture assets (less liabilities) in accordance with generally accepted accounting procedures (GAAP) by an independent accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A withdrawing Member's interest will be based on the proportion of their respective capital account less any outstanding liabilities a Member may have to the Venture. The intent of this section is to ensure the survival of the Venture despite the withdrawal of any individual Member.
  • No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation.
  • Transfer of Member Interest
  • A Member will not in any way alienate their interest in the Venture or its assets. Any such prohibited transfer, if attempted, will be void and without force or effect.
  • Management Voting
  • Any management vote required will be determined such that each Manager receives one vote carrying equal weight.
  • Force Majeure
  • A Member will be free of liability to the Venture where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure where the Member has communicated the circumstance of that event to any and all other Members and taken any and all appropriate action to mitigate that event. Force majeure will include, but not be limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event.
  • Duty of Loyalty
  • No Member will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Venture or that would be in direct conflict of interest to the Venture. Any potential conflicts of interest will be deemed an Involuntary Withdrawal by the offending Member and may be treated accordingly by the remaining Members.
  • A dissociated or withdrawing Member will not carry on a similar business to the business of the Venture within any established or contemplated market regions of the Venture for a period of at least five years from the date of dissociation or withdrawal.
  • Confidentiality
  • All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain.
  • This section will survive for one year after the expiration or termination of this Agreement or dissolution of the Venture.
  • Language
  • The parties expressly state that the English language is to be the language of choice for this Agreement and all other notices and agreements required by the Venture.
  • Insurance
  • The Venture will insure all its assets against loss where reasonable and standard practice in the industry.
  • Indemnification
  • Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any nature relating to the Member's participation in Venture affairs except where the that harm or damages results from gross negligence or wilful misconduct on the part of the Member.
  • Liability
  • No Member will be liable to the Venture or to any other Member for any error in judgement or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or wilful misconduct.
  • Liability Insurance
  • The Venture may acquire insurance on behalf of any Member, employee, agent or other person engaged in the business interest of the Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Venture.
  • Covenant of Good Faith
  • Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture.
  • Full Disclosure
  • It is acknowledged that each Member is a distinct business entity and may from time to time have financial and business interests outside the Venture. Each Member will fully disclose to the Venture the extent of all its financial and business interests prior to the formation of this Joint Venture and for the duration of the Term of the Venture.
  • Joint Venture Property
  • Where allowed by statute, title to all Joint Venture property, including intellectual property, will remain in the name of the Joint Venture. Where joint ventures are not recognized by statute as separate legal entities, Joint Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Joint Venture property will be applied by the Members exclusively for the benefit and purposes of the Joint Venture and in accordance with this Agreement.
  • Jurisdiction
  • The Members submit to the jurisdiction of the courts of the Country of England for the enforcement of this Agreement and for any arbitration award or decision arising from this Agreement.
  • Mediation and Arbitration
  • In the event a dispute arises out of or in connection with this Joint Venture Agreement, the Members will attempt to resolve the dispute through friendly consultation.
  • If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Country of England. The arbitrator's award will be final, and judgement may be entered upon it by any court having jurisdiction within the Country of England.
  • Warranties
  • All Members represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Member has been fully authorized to execute this Agreement.
  • Each Member represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Member.
  • Additional Clauses
  • This Venture is for the purpose of providing support to 5 Star Film Company Ltd by providing Program Scheduling & website management administration to the "One World Television Channel. It is recommended that three Program Schedulers trained by our Company be engaged,as well as another three team members.
  • The 5 Star Film Company Ltd Administration Office is based in Cumbernauld,yet meetings are to be scheduled via online conference. Although meetings are scheduled monthly, the partner shall be entitled to call for a meeting on a weekly basis at their own discretion,and this option shall be mutually replicated.
  • The Joint Venture is a contractual based venture whereas the Partner shall earn an annual amount of £936,000 paid monthly
  • Equity payments shall be distributed by 5 Star Film Company Ltd over a term of six years only. All accounts data,expenditure,incomes shall be made available to all earning parties.
  • All scheduling work must be completed to a standard that is acceptable and approved. Training will be given by 5 Star Film Company Ltd. 5 Star Film Company Ltd shall have the right to veto any published work printed on the Channels Publicity Website if it fails to be aligned with the Channel Brand and portrayed image. Material & copy to be published on the website are to be discussed at a called for meeting,in the event that there is any controversy as to what has been augured,and then settled diplomatically to each party's satisfaction,prior to publishing.
  • Each party must behave in an orderly manner when approached by any private or public person or body,organization,institution,government or industry representative or partner. No disclosure of confidential information including finances,expenditure shall be permitted without the consent of 5 Star Film Company Ltd.
  • Definitions
  • For the purpose of this Agreement, the following terms are defined as follows:
  1. "Capital Contributions" The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made.
  2. "Majority Vote" A Majority Vote is any amount greater than one-half of the authorized votes.
  3. "Operation of Law" The Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy.
  • Miscellaneous
  • This Venture is termed a contractual joint venture and will not constitute a Partnership. Members will provide services to one another on an arms' length basis while remaining independent business entities,for purposes including registration & taxation. There will be no pooling of profits and losses. Each Member is responsible only for its own actions and will not be jointly or severally liable for the actions of the other Members.
  • Time is of the essence in this Agreement.
  • This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  • Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  • If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  • This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
  • This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Member's successors, assigns, executors, administrators, beneficiaries, and representatives.
  • Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  • All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.


IN WITNESS WHEREOF the parties have duly affixed their signatures under hand and seal on this ________ ________ ________.




   
  


5 Star Film Company Ltd (Member)


   
  


Per:_________________________ (SEAL)


   





   
  


_____________________________


  


____________________________ (Member)