Agreement of intent


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Agreement of intent

  1. 1. VENTURES_________________________________________________________________________ MIRALAB VENTURES.COM, INC. MOSCOW, RUSSIA AGREEMENT OF INTENT
  2. 2. VENTURES_________________________________________________________________________ This agreement of intent will establish the basic framework for an agreement between MIRALAB, Inc. ("MVF") and __US startup_______________ ("USU") relating to the launch and operation of USU startup in Russia The MVF will establish European limited company to be named "____________________" (the "EU Company").
  3. 3. VENTURES_________________________________________________________________________  The EU Company will be formed and wholly- owned subsidiary of USU. MVF will begin the formation of a limited liability company in the Grand Duchy of Luxembourg, which when formed shall serve as the corporate vehicle for the USU. The USU shall share technology, marketing and distribution experience with MVF. The EU Company shall operate as the product sales, marketing and distribution arm of USU in Russia.
  4. 4. VENTURES_________________________________________________________________________  USU owns and will continue to own all intellectual property of their product. MVF will have ownership of the EU Company so that it can operate in the EU without jeopardizing its ability to apply for and receive subsidies and other beneficial financial arrangements available to European companies in Russia. The operation of the EU Company will be for the ultimate benefit of MVF and USU .
  5. 5. VENTURES_________________________________________________________________________  MVF shall contribute $________ to fund the start-up of the USU through EU company in Russia, in accordance with the Budget attached to this Letter Agreement as Schedule "A".
  6. 6. VENTURES_________________________________________________________________________  MVF will appoint the CEO, marketing director, sales managers of the EU Company of USU startup in Russia and shall be responsible for all sales, marketing, and distribution efforts. The base salary shall initially be 120,000 € per year plus participation in any management bonus pool available for executive team of EU company.
  7. 7. VENTURES_________________________________________________________________________  CEO of EU company and CEO of USU will be appointed to the Board of EU company. CEO of USU and EU company will enter into any agreement of EU company, including management or other employment arrangements or any arrangement pursuant to which fees for employment or consulting services will be paid.
  8. 8. VENTURES_________________________________________________________________________  The Term of our agreement will be four (4) years beginning on the date that we sign a formal agreement. MVF and USU agree to negotiate extensions or renewal of this Term in good faith.
  9. 9. VENTURES_________________________________________________________________________  MVF and USU agree to use your best efforts to negotiate a formal agreement by ___________ containing such terms and conditions as may be mutually agreed upon and as are customary for transactions of the type contemplated in this Letter Agreement.
  10. 10. VENTURES_________________________________________________________________________  MVF and USU and their respective officers, directors, stockholders, employees, agents, representatives and advisors shall not disclose, shall keep confidential and shall not use in any manner any information or documents obtained from the other party concerning the business and properties of the such other party unless (i) use of such information or documents is required by applicable law, regulation or court or administrative order, (ii) use of such information or documents is reasonably required in connection with any litigation involving the receiving party or (iii) such information or documents are readily ascertainable from public or published information or trade sources already known or subsequently developed by such receiving party independently of any investigation and (b) any documents obtained from MVF and USU, as the case may be, and all copies thereof shall be returned to the party from whom such documents or copies were obtained, as the case may be, provided that either party may return or destroy such documents at any time prior to such a request. We acknowledge that certain information related to MVF and USU and or the transaction may be material non-public information for purposes of the securities laws of the United States and EU.
  11. 11. VENTURES_________________________________________________________________________  From and after the date hereof, each of MVF and USU agrees that it shall not make, and shall cause its officers, directors, employees, agents and representatives not to make, any public disclosure regarding the transaction, and will not relate any information concerning either party or this Letter Agreement or the transaction to any person other than its advisors without the prior written consent of the other party, unless required to do so under the applicable laws (in which event the disclosing party shall provide to the other party reasonable notice of the content of the disclosure). Notwithstanding the foregoing, You acknowledge that U.S. securities laws require that the nature and material terms of this Agreement be announced to the U.S. Securities and Exchange Commission and the public on a Form 8-K within 4 days of execution of this Letter Agreement.
  12. 12. VENTURES_________________________________________________________________________  Any amendment, supplement, modification or waiver of or to any provision of this Letter Agreement shall be effective only if it is made and given in a writing signed by MVF and USU and only in the specific instance and for the specific purpose for which made or given.
  13. 13. VENTURES_________________________________________________________________________  This Letter Agreement shall be governed by, and construed in accordance with, the laws of the EU without regard to the conflicts of law principles thereof.
  14. 14. VENTURES_________________________________________________________________________  This Letter Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. If the terms of this Letter Agreement are acceptable to You or you would like to make some changes, please send us notification or call us.
  15. 15. VENTURES_________________________________________________________________________ Miralab INC., Alexey Dedov, CEO +7 (495) 229-39-52 # 070 +7 (910) 559-35-72 3d Pavlovsky pereulok 1, str. 57, korpus 3, office 502 Moscow, Moscow region 115093, Russia