(ModelJointVentureAgreement)（一）.docVIP

(Model Joint Venture Agreement ) JOINT VENTURE AGREEMENT This Joint Venture Agreement (JVA) is entered into by and between: _________________________________________________________________________________, described as “PROJECT INCUBATOR (JV-1)” ; AND CELL TECH MAGIC MARKETING INC., USA (CTMI), located at 1437 E. Oakey Blvd., Las Vegas, NV 89104, described as “Fund Guarantor”. Whereas, the Parties have individual attributes that are unique by itself that when joined together can achieve great strides in global commerce and reach an unlimited heights in success; Whereas, the Parties hereby enter into this JOINT VENTURE AGREEMENT to define their respective roles and responsibilities and thus successfully satisfy the objectives of the of the joint organizations; Now, therefore, the Parties agree as follows: ARTICLE 1: DEFINITIONS 1.1 The Fund is a generated proceeds from Corporate Line of Credit granted from the Season Corporation Purchase and Acquisition Program hosted by Cell Tech Magic, the Fund Guarantor for the Joint Venture Corporation via its Funding Manager. 1.2 Background Technology means Technical Features, Software, Telephony Infra-structure and System and Software, Funding Generation System, Programming Scripts, new I.T. developed Software and Marketing/Compensation Software . 1.3 CellTech Magic User License means a non-exclusive, non-transferable, irrevocable, paid-up license or permission granted to Project Incubator to use the system and software and Project Incubator‘s permission for CellTech Magic to use their system to efficiently managed their Joint Venture operations . 1.4 Intellectual Property means an invention patentable under Title 35, United States Code, or any patent on such an invention. 1.5 JV Agreement or JVA means this Joint Venture Agreement. 1.6 Loan or Investment Award means the financial-assistance funding instrument secured