Monaker Group, Inc. 8-K


Exhibit
10.3









 


		Rev.
    133C838



 








JOINT VENTURE AGREEMENT


 


 


 


This Joint Venture Agreement (this
“Agreement”) is entered into as of the 8th day of March, 2021 (the “Effective Date”)
by and between MONAKER located at 1560 Sawgrass Corporate Parkway, # 130, Sunrise Florida 33323 and SOMA INNOVATION LAB located
at 11000 SW Riverwood Road, Portland OR 97219.


 


1.                 
Formation.
The parties have indicated an interest in forming and establishing a joint venture for the exclusive purpose of Design hyper-personalized
experiences for targeted player and audience segment. Enhancing the experiences, placements, and the rewards that all are data-based,
enabling brands to "buy a result-driven - player engagement" rather than just impressions. (the “Joint Venture”).
The Joint Venture shall do business under the name “Next Innovation,” and shall have its principal office and place of business at 2893 Executive Park Dr., Weston,
FL 33331 or such other place(s) as shall be designated from time to time.


 


		2.	Contributions
                                         by the JV Partners.



 


For
the purpose of the Joint Venture, the parties shall make capital contributions, in cash or property, in the following amounts or
values:


 


Monaker: will agree to
provide the Joint Venture the ability to use the HotPlay Technology during the term of this agreement, with the agreed to value
of $200,000.00


 


Additionally, Monaker will
further agree to issue 72,000 shares of Monaker Group, Inc. common stock based on a price of $2.50 per share, representing an additional
contribution of up to $180,000.00. These shares will be issued to Soma in exchange for Soma’s agreement to fund operations
based upon the parties understanding that operational costs will be $15,000 per month (i.e., 6000 shares per month of Monaker stock
at $2.50 per share). At time of signing it will be deemed that $45,000 (i.e.18,000 shares) will have been earned and for each subsequent
month the Joint Venture operates, it will be deemed that 6000 shares will have been earned by Soma until such time as the full
72,000 shares are earned.


 


During this period the Joint venture
will have access:


 


		—	The HotPlay Inc Game
Advertising technology



		—	Company management access / game designers



		—	Accounting Services



		—	Access to its Travel related platforms



 





Soma Innovations
Lab: will agree to provide Brand Strategy Business Development Strategic Partnerships Strategic Collaborations Sales &
Marketing Client List Email List Linked In Network Investor Network Fundraising Brand Partnerships Branding Expertise Brand Story
Creative Design Brand Story Pitch Materials / Presentation Support XR Showroom in the value of $200,000.00


 


Monaker and Soma Innovations shall devote such time as is
reasonably necessary to carry out the terms of If
the Joint Venture requires additional funds beyond the initial $180,000, the parties shall make additional contributions as mutually
agreed upon by the parties.


 


As an incentive to Soma to accelerate operations of the
Joint Venture such that it achieves:


 


		i)	 	revenue in excess of expenses (i.e., Profit)



and


		ii)	Monaker is able to recover its $180,000 initial
share contribution from the Revenues generated by the Joint Venture



 



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At any point up to the 18 month anniversary of the agreement,
then Soma will earn an additional share Bonus of 50,000 Monaker shares.


 





		3.	Ownership. The parties shall own interest
in the Joint Venture in the following percentages: Monaker: 50% 

Soma Innovations Lab: 50%









		4.	Distribution of Profits. Net profits
and net losses accruing to the Joint Venture shall be distributed to the parties in accordance with each party's respective ownership
interests. The Parties shall agree on the amount and timing of Distributions after the repayment of the initial $180,000 Monaker
payment.



 





		5.	Management. The management committee
consisting of Bill Kerby, Todd Bonner, E. C. Morgan, Karen Morgan, will be responsible for the following duties and obligations
of the Joint Venture: (a) managing day to day business affairs; (b) monitoring, controlling and directing the financial, business
and operational affairs; (c) properly maintaining account books and financial records according to standard accounting practices;
(d) using express or implied authority granted by this Agreement to handling all other issues; (e) hiring production and administration
staff and third party contractors as needed, including any required labor negotiations; (f) capital
needs; and (g) preparation of financial budgets.



 





		6.	Duties of Parties. The parties will be responsible for the following
duties under the Joint Venture:



 


Monaker:
Monaker will provide: - up to $15,000 per month in operating capital during the first year of the JV to pay for marketing, creative
design and business strategy and development cost of Next Innovation. - will provide access to the HotPlay Technologies platform
for marketing purposes, work to develop development strategic partnerships and strategic collaborations
in Asia and Europe - handle Asian Sales & Marketing utilizing their Client List, Email List, LinkedIn Network, and Investor
Network - assist Joint Venture with future Fundraising.


 


Soma Innovations Lab:
Soma will provide: - turnkey digital media platform with end-to-end services for global brand campaigns targeting brands, advertisers,
and studios. - work to define a Brand Strategy and Business Strategy - Use their expertise to create branding, creative designs,
pitch materials and presentation materials - work to develop development strategic partnerships and Strategic Collaborations in
North America and Europe - handle North American Sales & Marketing utilizing their Client List, Email List, LinkedIn Network,
and Investor Network - assist Joint Venture with future Fundraising
- contribute the XR Showroom.


 




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		7.	No
Partnership. The Joint Venture shall not be construed to create a partnership or any other fiduciary obligations between the
parties except as provided herein.



 


		8.	No Exclusivity. This
Agreement does not obligate either party to conduct business exclusively with the other party.



 


		9.	Confidentiality.




 


	 	a.	Confidential and Proprietary Information. In the course of the Joint Venture, the parties
will be exposed to confidential and proprietary information. “Confidential Information” shall mean any data or information
that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating
to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets,
customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing,
sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical
information, designs, processes, procedures, formulas, improvements, and other information which the parties consider confidential
and proprietary. The parties acknowledge and agree that each parties’ Confidential Information is valuable property, developed
over a long period of time at substantial expense and that it is worthy of protection.
	 	 	 
		b.	Confidentiality Obligations. Except
as otherwise expressly permitted in this Agreement, the parties shall not disclose or use in any manner, directly or indirectly,
any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform
their respective duties and responsibilities or with the other party’s prior written consent. Both parties agree that all
Confidential Information disclosed and received shall remain secret and confidential during the term of this
Agreement and continue thereafter for one (1) year after this Agreement is terminated or expires.
	 	 	 
	 	c.	Rights in Confidential and Proprietary Information. All ideas, concepts, work product,
information, written material or other Confidential Information disclosed to either party (i) are and shall remain the sole and
exclusive property of the disclosing party, and (ii) are disclosed or permitted to be acquired by the receiving party solely in
reliance on this Agreement to maintain them in confidence and not to use or disclose them to any other person except in furtherance
of the Joint Venture. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other
interest or title in, to or under the Confidential Information to the receiving party.








 


		d.	Irreparable Harm. Each party acknowledges
that the use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable
injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available
at law or in equity, the disclosing party shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure
of Confidential Information. The disclosing party shall be entitled to pursue any other legally permissible remedy available as
a result of such breach, including but not limited to damages, both direct and consequential. In any action brought by the disclosing
party under this Section, the disclosing party shall be entitled to recover its attorney’s fees and costs from receiving
party.



 




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		10.	Notices.
All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of
the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt
requested, addressed to the party to be notified at the address first stated above, or to such other address as such party may
designate upon reasonable notice to the other party.



 


		11.	Termination. This Agreement will terminate
two (2) years from the Effective Date, (the “Termination Date”) unless terminated earlier by a written agreement
of the Parties, The Parties shall determine the obligations upon termination, unless agreed by the Parties the Agreement shall
terminate on the Termination Date and all services shall cease.



 


		12.	Amendment. This Agreement may be amended
or modified only by a written agreement signed by both parties.



 


		13.	Governing Law. This Agreement will
be governed by and construed in accordance with the laws of the State of Florida, without regard to the principles of conflict
of laws.



 


		14.	Disputes.
If the parties disagree on a material issue and cannot agree on a mutually satisfactory decision or solution, then a deadlock
shall be deemed to have occurred. If a deadlock occurs, the parties accept and understand that they will engage in mediation in
Broward County, Florida.



 


		15.	Assignment. Neither party may assign
its rights or delegate its duties under this Agreement without the other party’s prior written consent.



 


		16.	Miscellaneous. This Agreement will
inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. In the event that any
provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall
not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had
not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such
waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute
one and the same document. This Agreement contains the entire agreement between the parties hereto with respect to the subject
matter hereof, and supersedes all prior negotiations, understandings and agreements.



 


		17.	Other. either party may offer to purchase
the other parties interest by setting an offer price and agreeing the party setting the price will allow the other party to use
the pricing to either purchase the others interest or sell their interest at the offer price



 


 


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.


 








	MONAKER
    GROUP, Inc	 		 	CEO
                                         Monaker Group

	Name
    of Party	 	Representative
    Signature	 	Representative Name and Title
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	SOMA INNOVATIONS
    LAB	 		 	 
	Name
    of Party	 	Representative
    Signature	 	Representative
    Name and Title






 





 


 


 





 


 


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