UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 31, 2013
_______________________________
Swordfish Financial, Inc.
(Exact name of registrant as specified
in its charter)
_______________________________
| Minnesota |
0-07475 |
41-0831186 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
909 Independence Parkway,
Southlake, Texas 76092
(Address of Principal Executive Offices) (Zip Code)
(972) 393-5892
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
JOINT
VENTURE AGREEMENT
THIS
PARTNERSHIP AGREEMENT (the "Agreement") made and entered into this 22nd day of May, 2013 (the "Execution Date"),
BETWEEN
iPoint
Television, LLC of 909 Independence Parkway, Southlake, TX 76092, and
Swordfish
Financial, Inc. of 909 Independence Parkway, Southlake, TX 76092
(individually
the "Partner" and collectively the "Partners").
BACKGROUND:
| A. | | The Partners wish to associate
themselves as partners in business. |
| B. | | The terms and conditions of
this Agreement sets out the terms and conditions as to how they will be partners. |
IN
CONSIDERATION OF and as a condition of the Partners 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:
| 2. | By
this
Agreement
the
Partners
enter
into
a
general
partnership
(the
"Partnership")
in
accordance
with
the
laws
of
the
State
of
Texas.
The
rights
and
obligations
of
the
Partners
will
be
as
stated
in
the
applicable
legislation
of
the
State
of
Texas
(the
'Act')
except
as
otherwise
provided
here. |
| 1. | The
firm
name
of
the
Partnership
will
be
iPoint
TV. |
| 1. | The
purpose
of
the
Partnership
will
be:
To
provide
capitalization
for
marketing,
product
distribution
and
development. |
| 1. | The
Partnership
is
a
fixed
term
partnership
beginning
June
1st,
2013
and
ending
May
31st,
2018
or
as
otherwise
provided
in
this
Agreement.
Where
the
Partnership
is
entered
for
a
fixed
term
and
the
Partnership
continues
after
the
expiration
of
that
term
then
in
the
absence
of
an
express
new
agreement,
the
rights
and
duties
of
the |
Partners
remain the same as they were at the expiration of that term so far as those terms are consistent with a partnership at will.
| 1. | The
principal
office
of
the
business
of
the
Partnership
will
be
located
at
1400
West
Northwest
Highway,
Grapevine,
TX
760512
or
such
other
place
as
the
Partners
may
from
time
to
time
designate. |
| 7. | Service
and
Capital
Contributions |
| 1. | Each
of
the
Partners
has
contributed
to
the
service
and
capital
of
the
Partnership,
in
services
or
cash
in
agreed
upon
value,
as
follows
(the
"Capital
Contribution"): |
| Partner
|
Contribution
Description |
|
| iPoint
Television, LLC |
iPoint
Television, LLC will provide contacts, business infrastructure and co-communicate with location, producers, networks, software
development, application distribution and all other business opportunities to advance the company. All media applications
and distribution will include all smart devices such as mobile phones, tablets, radios, television sets and any future technology
which will qualify as a Smart Internet Protocol connected device. |
|
| Swordfish
Financial, Inc. |
Swordfish
Financial, Inc. a publicly traded company (OTC Pink: SWRF) hereafter known as SFI, will provide on going capital for advancements
such cost as equipment, computers, marketing material, employees and any other items needed for capitalization of the iPoint
business model included but not limited to the day-to-day operations and expenses. |
|
22. The
Partners will contribute their respective Capital Contributions fully and on time according to the following schedule:
| Partner
|
Contribution
Schedule Description |
| iPoint
Television, LLC |
Contributions
are made available as Day-To-Day services needed. |
| Swordfish
Financial, Inc. |
Contributions
are made available as needed. |
| 8. | No
Partner
will
withdraw
any
portion
of
their
Capital
Contribution
without
the
express
written
consent
of
the
remaining
Partners. |
| 10. | Capital
Contributions
may
be
amended
from
time
to
time,
according
to
the
requirements
of
the
Partnership
provided
that
the
interests
of
the
Partners
are
not
affected,
except
with
the
unanimous
consent
of
the
Partners.
Whenever
additional
capital
is
determined
to
be
required
and
an
individual
Partner
is
unwilling
or
unable
to
meet
the
additional
contribution
requirement
within
a
reasonable
period,
as
required
by
Partnership
business
obligations,
remaining
Partners
may
contribute
in
proportion
to
their
existing
Capital
Contributions
to
resolve
the
amount
in
default.
In
such
case
the
allocation
of
profits
or
losses
among
all
the
Partners
will
be
adjusted
to
reflect
the
aggregate
change
in
Capital
Contributions
by
the
Partners. |
| 11. | Any
advance
of
money
to
the
Partnership
by
any
Partner
in
excess
of
the
amounts
provided
for
in
this
Agreement
or
subsequently
agreed
to
as
Additional
Capital
Contribution
will
be
deemed
a
debt
due
from
the
Partnership
and
not
an
increase
in
Capital
Contribution
of
the
Partner.
This
liability
will
be
repaid
with
interest
at
rates
and
times
to
be
determined
by
a
majority
of
the
Partners
within
the
limits
of
what
is
required
or
permitted
in
the
Act.
This
liability
will
not
entitle
the
lending
Partner
to
any
increased
share
of
the
Partnership's
profits
nor
to
a
greater
voting
power.
Such
debts
may
have
preference
or
priority
over
any
other
payments
to
Partners
as
may
be
determined
by
a
majority
of
the
Partners. |
| 13. | An
individual
capital
account
(the
"Capital
Accounts")
will
be
maintained
for
each
Partner
and
their
Initial
Capital
Contribution
will
be
credited
to
this
account.
Any
Additional
Capital
Contributions
made
by
any
Partner
will
be
credited
to
that
Partner's
individual
Capital
Account. |
| 15. | No borrowing charge or loan interest will be due or payable to any Partner on their agreed Capital Contribution inclusive of
any agreed Additional Capital Contributions. |
| 17. | An individual drawing account will be maintained for each Partner. Each Partner will be entitled to draw against their share
of the profits in such amounts and at such time as will be agreed by the Partners. The drawing account is a temporary account and
is expected to have a debit balance if there have been any withdrawals. At the end of each accounting year, the drawing accounts
are closed by transferring the debit balance to each Partner's capital account. |
| 19. | Decisions regarding the distribution of profits, allocation of losses, and the requirement for Additional Capital Contributions
as well as all other financial matters will be determined by a unanimous vote of the Partners. |
| 21. | Subject to the other provisions of this Agreement, the net profits and losses of the Partnership, for both accounting and tax
purposes, will accrue to and be borne by the Partners according to the following schedule: |
| PARTNER
|
PROFIT/LOSS
PERCENT |
| iPoint
Television, LLC |
50% |
| Swordfish
Financial, Inc. |
50% |
50. Compensation for
Services Rendered
| 22. | No
Partner
will
be
compensated
for
services
rendered
to
the
Partnership,
except
reimbursement
for
expenses
directly
related
to
the
operation
of
the
Partnership. |
| 24. | Accurate and complete books of account of the transactions of the Partnership will be kept and at all reasonable times be available
and open to inspection and examination by any Partner. The Books of Account will be kept on the cash basis method of accounting. |
| 26. | | As soon as practicable after
the close of each fiscal year, the Partnership will furnish to each Partner an annual report showing a full and complete account
of the condition of the Partnership. This report will consist of at least the following documents: |
| a. | | A statement of all information
as will be necessary for the preparation of each Partner's income or other tax returns; |
| b. | | A copy of the Partnership's
federal income tax returns for that fiscal year; |
| c. | | Supporting income statement; |
| f. | | A breakdown of the profit and loss attributable to each Partner; and |
| g. | | Any additional information that the Partners may require. |
| 27. | Banking
and
Partnership
Funds |
| 28. | The
funds
of
the
Partnership
will
be
placed
in
such
investments
and
banking
accounts
as
will
be
designated
by
the
Partners.
All
withdrawals
from
these
bank
accounts
will
be
made
by
the
duly
authorized
agent
or
agents
of
the
Partners
as
agreed
by
unanimous
consent
of
the
Partners.
Partnership
funds
will
be
held
in
the
name
of
the
Partnership
and
will
not
be
commingled
with
those
of
any
other
person
or
entity. |
| 30. | The
fiscal
year
will
end
on
the
1st
day
of
January
of
each
year. |
| 32. | Any of the Partners will have the right to request an audit of the Partnership books. The cost of the audit will be borne by
the Partnership. The audit will be performed by an accounting firm acceptable to all the Partners. Not more than one (1) audit
will be required by any or all of the Partners for any fiscal year. |
| 34. | | All the Partners will be consulted
and the advice and opinions of the Partners will be obtained as much as is practicable. However, the Managing Partner will have
management and control of the day-to-day business of the Partnership for the purposes stated in this Agreement. All matters outside
the day-to-day business of the Partnership will be decided by a 100% (percent) vote of the Partners. |
| 35. | | The Managing Partner will be
iPoint Television, LLC or will mean any party subsequently appointed to that role. |
| 36. | | In addition to day-to-day management
tasks, the Managing Partner's duties will include keeping, or causing to be kept, full and accurate business records for the Partnership
according to accepted accounting practices and overseeing the preparation of any reports considered reasonably necessary to keep
the Partners informed of the business performance of the Partnership. |
| 37. | | A Managing Partner can voluntarily
withdraw from the position of Managing Partner or can be replaced by a unanimous vote of the remaining Partners. In the event
of a withdrawal or removal of the Managing Partner from the position of Managing Partner or from the Partnership, the remaining
Partners will have equal rights in the management of the Partnership and will appoint successor Managing Partners. |
| 38. | | The Managing Partner will not
be liable to the remaining Partners for any action or failure to act resulting in loss or harm to the Partnership except in the
case of gross negligence or willful misconduct. |
| 39. | | The Managing Partner is authorized
and may retain, or otherwise secure or enter into contracts with persons or firms as from time to time may be required in the
management of the Partnership's business including, but not limited to, arrangements with sales companies, attorneys, accountants,
brokers, advertising and insurance companies. |
| 40. | | Contract Binding Authority |
| 41. | | Only the Managing Partner will
have the authority to bind the Partnership in contract. |
| 43. | | The tax matters partner will
be Swordfish Financial, Inc. (the "Tax Matters Partner"). The Tax Matters Partner will prepare, or cause to be prepared,
all tax returns and reports for the Partnership and make any related elections that the Partners deem advisable. |
| 44. | | A Tax Matters Partner can voluntarily
withdraw from the position of Tax Matters Partner or can be appointed or replaced by a majority vote of the other Partners. In
the event of a |
withdrawal
of the Tax Matters Partner from the Partnership, the remaining Partners will appoint a successor as soon as practicable.
| 46. | Regular
meetings
will
be
held
monthly. |
| 47. | Any
Partner
can
call
a
special
meeting
to
resolve
issues
that
require
a
vote,
as
indicated
by
this
Agreement,
by
providing
all
Partners
with
reasonable
notice.
In
the
case
of
a
special
vote,
the
meeting
will
be
restricted
to
the
specific
purpose
for
which
the
meeting
was
held. |
| 48. | All
meetings
will
be
held
at
a
time
and
in
a
location
that
is
reasonable,
convenient
and
practical
considering
the
situation
of
all
Partners. |
| 49. | Admitting
a
New
Partner |
| 50. | A
new
Partner
may
only
be
admitted
to
the
Partnership
with
a
unanimous
vote
of
the
existing
Partners. |
| 51. | Any
new
Partner
agrees
to
be
bound
by
all
the
covenants,
terms,
and
conditions
of
this
Agreement,
inclusive
of
all
current
and
future
amendments.
Further,
a
new
Partner
will
execute
such
documents
as
are
needed
to
effect
the
admission
of
the
new
Partner.
Any
new
Partner
will
receive
such
business
interest
in
the
Partnership
as
determined
by
a
unanimous
decision
of
the
other
Partners. |
| 52. | Transfer
of
Partnership
Interest |
| 53. | A
Partner
will
not
in
any
way
voluntarily
alienate
their
interest
in
the
Partnership
or
its
assets.
Any
such
prohibited
transfer,
if
attempted,
will
be
void
and
without
force
or
effect. |
| 54. | Dissociation
of
a
Partner |
| 55. | Voluntary
Withdrawal:
No
Partner
may
voluntarily
withdraw
from
the
Partnership
for
a
period
of
three
(3)
months
from
the
execution
date
of
this
Agreement
(the
"Prohibited
Withdrawal
Period").
Where
a
Partner
withdraws
prior
to
the
end
of
that
Prohibited
Withdrawal
Period,
that
Partner
may
be
subject
to
penalties
that
reasonably
reflect
the
damages
done
to
the
Partnership
caused
by
the
withdrawal
of
the
Dissociated
Partner
prior
to
the
end
of
the
Prohibited
Withdrawal
Period
including,
but
not
limited
to,
loss
of
Partnership
earnings.
After
the
expiration
of
the
Prohibited
Withdrawal
Period,
any
Partner
(the
"Dissociated
Partner")
will
have
the
right
to
voluntarily
withdraw
from
the
Partnership
at
any
time.
Written
notice
of
intention
to
withdraw
must
be
served
upon
the
remaining
Partners
at
least
three
(3)
months
prior
to
the
withdrawal
date.
The
withdrawal
of
that
Dissociated
Partner
will
result
in
the
dissolution
of
the
Partnership.
It
remains |
incumbent
on the Dissociated Partner to exercise the right to withdraw in good faith and to minimize any present or future harm done to
the remaining Partners as a result of the withdrawal.
| 56. | Involuntary
Withdrawal:
Events
leading
to
the
involuntary
withdrawal
of
a
Partner
(the
"Dissociated
Partner")
from
the
Partnership
will
include
but
not
be
limited
to:
death
of
a
Partner;
Partner
mental
incapacity;
Partner
disability
preventing
reasonable
participation
in
the
Partnership;
Partner
incompetence;
breach
of
fiduciary
duties
by
a
Partner;
criminal
conviction
of
a
Partner;
Operation
of
Law
against
a
Partner
or
a
legal
judgment
against
a
Partner
that
can
reasonably
be
expected
to
bring
the
business
or
societal
reputation
of
the
Partnership
into
disrepute.
Expulsion
of
a
Partner
can
also
occur
on
application
by
the
Partnership
or
another
Partner,
where
it
has
been
judicially
determined
that
the
Partner:
has
engaged
in
wrongful
conduct
that
adversely
and
materially
affected
the
Partnership's
business;
has
willfully
or
persistently
committed
a
material
breach
of
this
Agreement
or
of
a
duty
owed
to
the
Partnership
or
to
the
other
Partners;
or
has
engaged
in
conduct
relating
to
the
Partnership's
business
that
makes
it
not
reasonably
practicable
to
carry
on
the
business
with
the
Partner.
The
withdrawal
of
such
Partner
will
result
in
the
dissolution
of
the
Partnership. |
| 57. | Where
the
dissociation
of
a
Partner
for
any
reason
results
in
the
dissolution
of
the
Partnership
then
the
Partnership
will
proceed
in
a
reasonable
and
timely
manner
to
dissolve
the
Partnership,
with
all
debts
being
paid
first,
prior
to
any
distribution
of
the
remaining
funds.
Valuation
and
distribution
will
be
determined
as
described
in
the
Valuation
of
Interest
section
of
this
Agreement. |
| 58. | The
remaining
Partners
retain
the
right
to
seek
damages
from
a
dissociated
Partner
where
the
dissociation
resulted
from
a
malicious
or
criminal
act
by
the
dissociated
Partner
or
where
the
dissociated
Partner
had
breached
their
fiduciary
duty
to
the
Partnership
or
was
in
breach
of
this
Agreement
or
had
acted
in
a
way
that
could
reasonably
be
foreseen
to
bring
harm
or
damage
to
the
Partnership
or
to
the
reputation
of
the
Partnership. |
| 60. | | The Partnership may be dissolved
by a 50% (percent) vote by the Partners. |
| 61. | | Distribution
of
Property
on
Dissolution
of
Partnership |
| 62. | | Upon
Dissolution
of
the
Partnership
and
liquidation
of
Partnership
Property,
and
after
payment
of
all
selling
costs
and
expenses,
the
liquidator
will
distribute
the
Partnership
assets
to
the
following
groups
according
to
the
following
order
of
priority: |
| a. | | In
satisfaction
of
liabilities
to
creditors
except
Partnership
obligations
to
current
Partners; |
| b. | | In
satisfaction
of
Partnership
obligations
to
current
Partners
to
pay
debts;
and |
| c. | To
the
Partners
in
proportion
to
their
respective
Profit
and
Loss
sharing
ratios. |
| 63. | The
claims
of
each
priority
group
will
be
satisfied
in
full
before
satisfying
any
claims
of
a
lower
priority
group.
Any
excess
of
Partnership
assets
after
liabilities
or
any
insufficiency
in
Partnership
assets
in
resolving
liabilities
under
this
section
will
be
resolved
by
the
Partners
in
proportion
to
the
respective
Profit
and
Loss
sharing
ratios
of
each
Partner
as
set
out
in
this
Agreement. |
| 65. | In
the
absence
of
a
written
agreement
setting
a
value,
the
value
of
the
Partnership
will
be
based
on
the
fair
market
value
appraisal
of
all
Partnership
assets
(less
liabilities)
determined
in
accordance
with
generally
accepted
accounting
procedures.
This
appraisal
will
be
conducted
by
an
independent
accounting
firm
agreed
to
by
all
Partners.
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
Partners.
A
withdrawing
Partner's
interest
will
be
based
on
the
proportion
of
their
respective
Profit
and
Loss
sharing
ratio
less
any
outstanding
liabilities
the
withdrawing
Partner
may
have
to
the
Partnership.
The
intent
of
this
section
is
to
ensure
the
survival
of
the
Partnership
despite
the
withdrawal
of
any
individual
Partner. |
| 66. | No
allowance
will
be
made
for
goodwill,
trade
name,
patents
or
other
intangible
assets,
except
where
those
assets
have
been
reflected
on
the
Partnership
books
immediately
prior
to
valuation. |
| 68. | The
goodwill
of
the
Partnership
business
will
be
assessed
at
an
amount
to
be
determined
by
appraisal
using
generally
accepted
accounting
procedures. |
| 69. | Title
to
Partnership
Property |
| 70. | Title
to
all
Partnership
Property
will
remain
in
the
name
of
the
Partnership.
No
Partner
or
group
of
Partners
will
have
any
ownership
interest
in
such
Partnership
Property
in
whole
or
in
part. |
| 72. | Any
vote
required
will
be
assessed
such
that
the
number
of
votes
each
Partner
is
entitled
to
cast
is
based
upon
the
proportion
of
that
Partner's
profit
and
loss
sharing
ratio. |
| 74. | A
Partner
will
be
free
of
liability
to
the
Partnership
where
the
Partner
is
prevented
from
executing
their
obligations
under
this
Agreement
in
whole
or
in
part
due
to
force
majeure, |
such
as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Partner has communicated
the circumstance of said event to any and all other Partners and taken any and all appropriate action to mitigate said event.
| 76. | No
Partner
will
engage
in
any
business,
venture
or
transaction,
whether
directly
or
indirectly,
that
might
be
competitive
with
the
business
of
the
Partnership
or
that
would
be
in
direct
conflict
of
interest
to
the
Partnership.
Any
potential
conflicts
of
interest
will
be
deemed
an
Involuntary
Withdrawal
of
the
offending
Partner
and
may
be
treated
accordingly
by
the
remaining
Partners.
A withdrawing
Partner
will
not
carry
on
a similar
business
to
the
business
of
the
Partnership
within
any
established
or
contemplated
market
regions
of
the
Partnership
for
a period
of
at
least
three
(3)
months
after
the
date
of
withdrawal. |
| 77. | | Duty of Accountability for
Private Profits |
| 78. | | Each Partner must account to
the Partnership for any benefit derived by that Partner without the consent of the other Partners from any transaction concerning
the Partnership or any use by that Partner of the Partnership property, name or business connection. This duty continues to apply
to any transactions undertaken after the Partnership has been dissolved but before the affairs of the Partnership have been completely
wound up by the surviving Partner or Partners or their agent or agents. |
| 80. | | Each Partner will devote such
time and attention to the business of the Partnership as the majority of the Partners will from time to time reasonably determine
for the conduct of the Partnership business. |
| 81. | | Actions Requiring Unanimous
Consent of the Partners |
| 82. | | The following list of actions
will require the unanimous consent of all Partners: |
| a. | | Waiving or releasing any Partnership
claim except for full consideration; |
| b. | | Possessing Partnership property, or assigning property
rights of Partnership property, for other than a Partnership purpose; |
| c. | | Endangering the ownership or possession of Partnership
property; and |
| d. | | Assigning check signing authority. |
|
| 83. | Any
losses
incurred
as
a result
of
a violation
of
this
section
will
be
charged
to
and
collected
from
the
individual
Partner
incurring
the
loss. |
| 85. | No
Partner
may
do
any
act
in
contravention
of
this
Agreement. |
| 86. | No
Partner
may
permit,
intentionally
or
unintentionally,
the
assignment
of
express,
implied
or
apparent
authority
to
a third
party
that
is
not
a Partner
in
the
Partnership. |
| 87. | No
Partner
may
do
any
act
that
would
make
it
impossible
to
carry
on
the
ordinary
business
of
the
Partnership. |
| 88. | No
Partner
may
confess
a judgment
against
the
Partnership. |
| 89. | No
Partner
will
have
the
right
or
authority
to
bind
or
obligate
the
Partnership
to
any
extent
with
regard
to
any
matter
outside
the
intended
purpose
of
the
Partnership. |
| 90. | Any
violation
of
the
above
Forbidden
Acts
will
be
deemed
an
Involuntary
Withdrawal
of
the
offending
Partner
and
may
be
treated
accordingly
by
the
remaining
Partners. |
| 92. | All
Partners
will
be
indemnified
and
held
harmless
by
the
Partnership
from
and
against
any
and
all
claims
of
any
nature,
whatsoever,
arising
out
of
a
Partner's
participation
in
Partnership
affairs.
A
Partner
will
not
be
entitled
to
indemnification
under
this
section
for
liability
arising
out
of
gross
negligence
or
willful
misconduct
of
the
Partner
or
the
breach
by
the
Partner
of
any
provisions
of
this
Agreement. |
| 94. | A
Partner
will
not
be
liable
to
the
Partnership,
or
to
any
other
Partner,
for
any
mistake
or
error
in
judgment
or
for
any
act
or
omission
done
in
good
faith
and
believed
to
be
within
the
scope
of
authority
conferred
or
implied
by
this
Agreement
or
the
Partnership. |
| 96. | The
Partnership
may
acquire
insurance
on
behalf
of
any
Partner,
employee,
agent
or
other
person
engaged
in
the
business
interest
of
the
Partnership
against
any
liability
asserted
against
them
or
incurred
by
them
while
acting
in
good
faith
on
behalf
of
the
Partnership. |
| 98. | The
Partnership
will
have
the
right
to
acquire
life
insurance
on
the
lives
of
any
or
all
of
the
Partners,
whenever
it
is
deemed
necessary
by
the
Partnership.
Each
Partner
will
cooperate
fully
with
the
Partnership
in
obtaining
any
such
policies
of
life
insurance. |
| 100. | This
Agreement
may
not
be
amended
in
whole
or
in
part
without
the
unanimous
written
consent
of
all
Partners. |
| 102. | The
Partners
submit
to
the
jurisdiction
of
the
courts
of
the
State
of
Texas
for
the
enforcement
of
this
Agreement
or
any
arbitration
award
or
decision
arising
from
this
Agreement. |
| 104. | In
the
event
a
dispute
arises
out
of
or
in
connection
with
this
Agreement,
the
Parties
will
attempt
to
resolve
the
dispute
through
friendly
consultation. |
| 105. | If
the
dispute
is
not
resolved
within
a
reasonable
period,
then
any
or
all
outstanding
issues
between
the
parties
relating
to
this
Agreement
will
first
be
submitted
to
neutral,
non-binding
mediation
in
accordance
with
any
statutory
rules
of
mediation.
The
parties
agree
to
participate
in
mediation
in
good
faith
and
will
attempt
to
resolve
any
disputes
promptly
and
within
a
reasonable
time
period.
If
the
mediation
does
not
successfully
resolve
the
dispute,
then
the
parties
may
proceed
to
seek
an
alternative
form
of
resolution
in
accordance
with
any
other
rights
and
remedies
afforded
to
them
by
law. |
| 106. | The
Partners
together
will
select
a
mediator
that
is
acceptable
to
all
Partners.
If
the
Partners
are
unable
to
select
a
neutral
mediator,
then
each
Partner
will
select
a
mediator
and
those
mediators
together
will
then
select
a
third
neutral
mediator
who
will
attempt
to
work
with
the
Partners
to
resolve
the
dispute. |
| 107. | The
parties
further
agree
to
share
the
costs
of
mediation
equally
and
each
party
will
pay
its
own
expenses
of
preparation
and
representation
by
counsel
in
the
mediation. |
| 109. | For
the
purpose
of
this
Agreement,
the
following
terms
are
defined
as
follows: |
| a. | "Additional
Capital
Contributions"
means
Capital
Contributions,
other
than
Initial
Capital
Contributions,
made
by
Partners
to
the
Partnership. |
| b. | "Capital
Contribution"
means
the
total
amount
of
cash
or
Property
contributed
to
the
Partnership
by
any
one
Partner. |
| c. | "Initial
Capital
Contribution"
means
Capital
Contributions
made
by
any
Partner
to
acquire
an
interest
in
the
Partnership. |
| d. | "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. |
| 111. | Time
is
of
the
essence
in
this
Agreement. |
| 112. | This
Agreement
may
be
executed
in
counterparts. |
| 113. | 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. |
| 114. | 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. |
| 115. | 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. |
| 116. | This
Agreement
and
the
terms
and
conditions
contained
in
this
Agreement
apply
to
and
are
binding
upon
the
Partner's
successors,
assigns,
executors,
administrators,
beneficiaries,
and
representatives. |
| 117. | 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. |
| 118. | 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 22nd day of May, 2013.
