f8k030210ex10i_datastor.htm


    Exhibit 10.1


    
       

      
 

      JOINT VENTURE — STRATEGIC ALLIANCE AGREEMENT

      OF

      UTC - DSC

       

      This
Joint Venture Agreement ("Agreement") is made on this 2nd day of March, 2010
(the "Effective Date") BY AND BETWEEN: Data Storage Corporation, a Delaware
Corporation ("Partner I") AND - United Telecomp, LLC, a New Jersey Limited
Liability Company ("Partner 2") (each a "Party" and collectively the
"Parties").

       

      RECITALS

       

      WHEREAS, the Parties desire to
own, operate, and conduct a business venture together for the purposes and on
the terms set out below and as set forth in the Addendums and Exhibits (the
"Joint Venture"); and

       

      NOW, THEREFORE, in
consideration of the foregoing premises, the mutual promises contained herein,
intending to be legally bound hereby, and for good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parties do hereby
agree as follows:

       

      DEFINITIONS AND INTERPRETATIONS

       

      "Confidential
Information" means any secret or proprietary information relating
directly to either Party's business, including but not limited to customer lists
or information, names and addresses relating to customers, technical
information, intellectual property, operational methods, marketing plans and
strategies, product development techniques, methods of manufacture, technical
processes, designs and design projects, inventions and research programs, and
trade know-how. Confidential Information may be disclosed to either Party
directly or indirectly, orally or visually. The terms and conditions of this
Agreement
shall also be deemed as confidential and proprietary in
nature.

       

      "Events
of Default"
means
any of the following:

       

      
        	
                a)  

              	
                the
      failure of a Party to perform, comply with, or observe any other term,
      condition, or provision in this Agreement, and the continuance of such
      failure for a period of thirty (30) days after such Party's receipt of
      written notice from
      the other Party specifying the
failure;

              


      

       

      
        	
                b)  

              	
                the
      involuntary transfer by a Party of its interest in this Joint
      Venture or, except as specifically permitted pursuant to this
      Agreement, the voluntary attempt to or actual transfer of its interest in
      the Joint Venture without the other Party's prior written
      consent;

              


      

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      
        	
                c)  

              	
                the
      dissolution of a Party;

              


      

       

      
        	
                d)  

              	
                the
      filing of a petition by a Party: (i) in any bankruptcy or other insolvency
      proceeding; (ii) seeking any relief under the bankruptcy laws or any
      similar debtor relief law; (iii) for the appointment of a liquidator or
      receiver for all or substantially all of the Party's property or for the
      Party's interest in this Joint Venture;
and

              


      

       

      
        	
                 
      e)

              	
                any involuntary bankruptcy
      proceeding against a Party which has not been dismissed 120 days after
      commencement, or a Party's written admission that it cannot
      meet its obligations as they become due, or the assignment by
      such Party for the benefit of its creditors.

              


      

       

      "Force Majeure"
means an unforseen event that is not reasonably within the control of the
Parties. Examples of Force Majeure events include any act of God, strike,
lockout, act of public enemy, war, blockade, public riot, earthquake, lightning,
fire, storm, flood, computer virus and any other similar cause or
occurrence.

       

      "Intellectual
Property" means
designs, inventions, patents, trademarks, copyrights (including rights in
computer software), database rights, business and trading names, domain names,
and all other industrial or intellectual property or other rights of a similar
nature in any part of the world.

       

      
        	
                1.

              	
                FORMATION.
      In accordance with this Agreement, the Parties hereby form the
      Joint Venture-Strategic Alliance under the laws of New York to do
      business under the name of BlueSafe. The Parties hereby agree that shortly
      after the execution of this Agreement, the Parties will form a limited
      liability company, which they will jointly own, for the sole purpose of
      carrying on the business of the Joint Venture. The Parties will also enter
      into an operating agreement that will set forth the Parties' respective
      rights regarding the joint venture and the operation of the limited
      liability company.

              


      

       

      
        	
                2.

              	
                BUSINESS
      PURPOSE. The
      purpose of the Joint Venture shall be as
      follows:

                 

                To
      acquire and hold the business interest in common as it relates to the
      Addendums and Exhibits

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                3.

              	
                TERM
      AND TERMINATION. The term of this Agreement shall be for three
      (3) years , commencing on the Effective Date, unless sooner terminated
      by:

                 

                · The
      Parties' mutual consent;

                · Operation
      of the provisions of this Agreement;

                · The
      non-defaulting Party upon the occurrence of an Event of Default;
      or

                · A
      Party's acquisition of all of the Joint Venture interests of the other
      Party.

              


      

      

      

      
        	
                4.
      

              	
                REMEDIES OF THE NON-DEFAULTING
      PARTY. On the occurrence of any Event of Default, the
      non-defaulting Party may, at its option and in its sole discretion, and in
      addition to all other rights, remedies, and recourses afforded it
      hereunder or by law or equity, terminate this Agreement by giving written
      notice to the defaulting Party.

              


      

       

      
        	
                5.  

              	
                FORCE MAJEURE. No Party
      shall be held liable or responsible to the other Party, nor be deemed to
      be in breach of this Agreement or cause an Event of Default, for failure
      or delay in fulfilling or performing any provision of this Agreement when such failure or
      delay is caused by or results from any Force Majeure event. The Party
      claiming Force Majeure shall communicate the circumstances of the event to
      the Joint Venture and the other Party and shall take all reasonable action
      to mitigate such event. If such Force Majeure has existed for nine (9)
      months out of the last twelve (12) months, this Agreement may be
      terminated by any Party.

                 

              


      

      
        	
                6.  

              	
                PLACE OF BUSINESS AND OFFICE.
      The Joint Venture shall maintain its principal
      office at 401 Franklin Avenue, Garden City, NY 11530: The Parties may at
      any time change the location of the Joint Venture's office and may
      establish additional offices.

                 

              


      

      
        	
                7.
      

              	
                BOOKS AND RECORDS.
      Partner 1 shall maintain all necessary books and records relating
      to the affairs of the Joint Venture. The book and records shall be
      maintained in accordance with accounting standards and practices generally
      accepted in the United States. The Parties shall mutually appoint an
      accountant to serve as the Joint Venture's accountant (the "Accountant")
      The Parties agree to render all necessary assistance to the Accountant,
      including the delivery of all records held by the same in relation to the
      Joint Venture. The Parties agree to immediately give all cooperation to
      the Accountant and his or her staff as and when requested to enable the
      Accountant to fulfil his or her duties and shall do nothing to impede or
      delay such performance. The Parties shall each have the right, at any
      time,
      to audit and inspect all reports, accountings and records prepared
      by Accountant
      pertaining to the Joint
Venture.

              


      

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                8.  

              	
                FISCAL YEAR END. The
      fiscal year of the Joint Venture shall close on December 31st every year
      of its operation.

              


      

       

      
        	
                9.  

              	
                DIVISION OF PROFITS. The
      profits earned by the Joint Venture shall be calculated at the end of each
      month with distribution by the end of the 3'4
      week following the billing month; and, a quarterly settlement statement at
      the end of each fiscal quarter. Profits shall be divided as represented in
      the Exhibit(s) .between the Parties as
follows:

              


      

       

      
        	
                10.  

              	
                MANAGEMENT. The overall
      management and control of the Joint Venture shall be vested equally in the
      Parties. The primary points of contact for each Party are as
      follows:

              


      

       

      Partner
1: Charles Piluso,

      Data
Storage Corporation, 

      401
Franklin Avenue, 

      Garden
City, NY 11530

       

      Partner
2: Niyazi Nuredin,

      United
Telecomp, LLC,

      225 US
Highway 46, Suite 9, 

      Totowa,
NJ 07512

       

      
        	
                11.  

              	
                NO RESTRICTION ON OTHER
      BUSINESS. Nothing contained herein shall be deemed to restrict in
      any way the freedom of either of the Parties to conduct any
      other business
      or activity whatsoever and wheresoever without any accountability
      to the
      other; provided, however, that the Parties must disclose to each other any
      business interest which may conflict with the Joint Venture. The Parties
      agree that clients that are directly billed by the Joint Venture shall be
      considered clients of the Joint Venture; provided, however, nothing herein
      shall prevent a party from pursuing or continuing pre-existing client
      relationships even if any such clients become clients of the Joint
      Venture. The Parties severally undertake to use their best efforts in
      performing all of their obligations hereunder for the purposes of the
      Joint Venture.

              


      

       

      
        	
                12.  

              	
                JOINT VENTURE BANK ACCOUNT.
      The Parties shall establish a bank account for the Joint Venture.
      From time to time the Parties will mutually agree upon distributions of
      working capital, profits or other funds received by the Joint Venture from
      the Joint Venture's bank account to the Parties' respective separate bank
      accounts.

              


      

       

      
        	
                13.  

              	
                ASSIGNMENT. This
      Agreement shall not be assigned or transferred (nor the performance of any
      obligations hereunder subcontracted) by either Party, except with the
      written consent of the other Party.

              


      

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                14.  

              	
                INTELLECTUAL PROPERTY DEVELOPED
      DURING THE JOINT VENTURE. If any
      Intellectual Property is created or developed by the Parties in the
      conduct of the Joint Venture, such Intellectual Property will be a Joint
      Venture asset owned by the Parties based on the division of profits
      percentage as set forth in Section 11 herein and must be used only for the
      purposes of the Joint Venture.

              


      

       

      
        	
                15.  

              	
                LIMITATION OF
      LIABILITY. No Party shall have any liability to the other
      Party or to the Joint Venture for any loss suffered as a result of any
      action, failure to take action or error in judgment, provided
      that such course of conduct did not constitute negligence or wilful
      misconduct.

              


      

       

      
        	
                16.  

              	
                INDEMNIFICATION. Each
      Party, along with their respective officers, directors, employees and
      agents shall be indemnified and held harmless by the Joint Venture from
      and against any and all claims, losses, liabilities, expenses, judgments
      and amounts paid in settlement arising out of any act (or omission)
      performed in connection with the Joint Venture; provided, however, that
      such act or omission was taken in good faith and did not constitute gross
      negligence or wilful misconduct on the part of a Party. An indemnity under
      this Section shall be paid solely out of and to the extent of the Joint
      Venture assets and shall not be a personal obligation of any
      Party.

              


      

       

      
        	
                17.  

              	
                CONFIDENTIALITY. The Parties
      recognize that, in connection with the performance of this Agreement, each
      Party may disclose Confidential Information to the other Party. The
      Parties agree that neither shall use any such disclosed Confidential
      Information for any purpose other than in the performance of its
      obligations under this Agreement and that neither shall, during the
      continuance of the Joint Venture or after its termination by any means,
      divulge to any person any of the other Party's Confidential Information.
      Confidential Information that may come to the Parties' knowledge in the
      course of this Joint Venture may only be divulged with the written consent
      of the other Party, or to the other Party's heirs, administrators, or
      assigns. Each Party agrees to take all reasonable measures to protect the
      secrecy and confidentiality of, and avoid disclosure or unauthorized use
      of, the other Party's Confidential
Information.

              


      

       

      
        	
                18.
      

              	
                DISSOLUTION
      OR INCAPACITY OF A PARTY. The dissolutions or
      incapacity
      of a Party shall cause the Joint Venture to be dissolved at the
      completion of the then-current fiscal year. The profits and proceeds from
      the sale of assets shall be divided pro
      rata in accordance with the Parties' respective Capital
      Contributions between the surviving Party and the legal representative,
      guardian, or trustee of the dissolved, deceased, or incapacitated
      Party.

              


      

       

      
        	
                19. 

              	
                WINDING UP.
      As soon as is practicable after termination of this Agreement, the
      affairs of the Joint Venture shall be wound up and the assets and business
      of the Joint Venture shall be liquidated. If there are any proceeds from
      such liquidation, those proceeds shall be applied and distributed in the
      following order of priority:

              


      

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                  

              	
                (A)     to the
      payment of all debts and liabilities of the Joint Venture and all expenses
      of liquidation;

              


      

      
        	
                 

              	
                (B)     to the
      establishment of such reserves as may be deemed reasonably necessary to
      provide for contingent or unforeseen liabilities or obligations of the
      Joint Venture; and

              


      

      
        	
                 

              	
                     to the
      Parties, on a pro
      rata basis based on the division of profits
      percentage as set forth in Section I 1
  herein.

              


      

       

      
        	
                20.  

              	
                OTHER INSTRUMENTS. The
      Parties agree that they will each execute such other and further
      instruments and documents as
      are or may become reasonably necessary or convenient to effectuate
      and carry out the purposes of this
Agreement.

              


      

       

      
        	
                21. 

              	
                AMENDMENTS. This
      Agreement may be amended at any time and from time to time, but any
      amendment must be in writing and signed by each person who is then a
      Party.

              


      

       

      
        	
                22.  

              	
                ARBITRATION. All
      disputes between the Parties arising from this Agreement may be submitted
      by the parties to arbitration under the rules of the American Arbitration
      Association.

              


      

       

      
        	
                23.  

              	
                NOTICES. Any notice
      required by this Agreement or given in connection with it, shall be in
      writing and shall be given to the appropriate party by personal delivery
      or by certified mail, postage prepaid, or recognized overnight delivery
      services at the addresses set forth in this
  Agreement.

              


      

       

      
        	
                24. 

              	
                GOVERNING LAW. This
      Agreement is executed and intended to be performed in the State of New
      York, and the laws of that state shall govern its interpretation and
      effect.

              


      

       

      
        	
                25. 

              	
                SUCCESSORS. This
      Agreement shall be binding on and inure to the benefit of the respective
      successors, assigns, and personal representatives of the Parties, except
      to the extent of any contrary provision in this
  Agreement.

              


      

       

      
        	
                26.  

              	
                SEVERABILITY. If any term, provision,
      covenant, or condition of this Agreement is held by a court of competent
      jurisdiction to be invalid, void, or unenforceable, the rest of the
      Agreement shall remain in full force and effect and shall in no way be
      affected, impaired, or invalidated.

              


      

       

      
        	
                27.  

              	
                ENTIRE AGREEMENT. This
      instrument contains the entire agreement of the Parties relating to the
      rights granted and obligations assumed in this Agreement. Any oral
      representations or modifications concerning this Agreement shall be of no
      force or effect unless contained in a subsequent written modification
      signed by the Parties hereto.

              


      

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
      

       

      
        	
                28. 

              	
                COUNTERPARTS.
      This Agreement may be executed in any number of counterparts by the
      Parties, and all such counterparts shall together constitute one Agreement.

              


      

       

      
         

        IN
WITNESS WHEREOF,
the Parties have executed this Agreement as of the date first above
written.

         

         

        
        

         

        
          	PARTNER
      1	 Data Storage
      Corporation
	 	 
	 	 By:/s/ Charles M.
      Piluso
	 	 Name: Charles
      M. Piluso
	 	 Title:
      President
	 	 Date:
      3/2/10
	 	 
	PARTNER
      2	 United Telecomp, LLC
	 	 
	 	 By:/s/Niyazi
      Nuredin
	 	 Name: Niyazi
      Nuredin
	 	 Title:
      Partner
	 	 Date:
      3/2/10


        

      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      Addendum

       

      I.
UTC provides the following technical
solution:

       

      A. SharePoint
design and installation;

       

      B. Cable
plant design and fiber installation (structure cabling) 

       

      C.
Wireless design and installation

       

      D.
Virtualization design and installation

       

      II.
DSC will provide:

       

      A. Clients
for the venture;

       

      B. Data
Storage Backup and Recovery solutions for UTC clients 

       

      C.
Collocation for up to two racks

       

      D.
Data Storage for up to 2 TB in the NJ Datacenter.

       

       

      Exhibit

       

      Profit Sharing

       

      Profit sharing based on product / Service profit margin,
described as billing, net of taxes, minus cost of goods sold, excluding
depreciation.

       

      Partner 1 (DSC) percentage: 50%

       

      Partner 2 (UTC) percentage: 50%

       

       

       

      8