Lucid Minds Joint Venture

With Steven A. Archibald as One Venturer

and

Vibrant Life as the Second Venturer

Article One

NAME

1. The name of this Joint Venture is "Vibrant Life - Archibald Joint Venture," (hereinafter "JV").
2. The Joint Venture was initially formed as a verbal agreement among Steven A. Archibald (hereinafter Archibald) and the two General Partners of the Vibrant Life Partnership, Loren C. Troescher and Bonnie J. Troescher, representing the Vibrant Life Partnership. Thus there are two entities in the JV: One is the natural person, Steven A. Archibald; the other is a Partnership formed under the laws of California and having the two General Partners deciding, on behalf of the Partnership, that the Partnership should be a party to this JV.
3. While a few written descriptions of the JV have been drafted, there has been nothing definitive until this written JV agreement has been drafted and published on this restricted web site.
4. No effort is made herein to find an actual date when any verbal form of this JV agreement may have been made.
5. It is agreed between the two parties that this is the first definitive written statement, that this is a draft first published on March 18, 2008, and now subject to review and revision by the parties.
6. No matter how much or little this Agreement may be revised this JV can now be entitled the "Joint Venture between Vibrant Life and Steven A. Archibald, dated March 28, 2008," with revisions not particularly kept track of until a final document is entitled "final," dated with a "date of finalization" and signed by the parties. When the parties consider the JV Agreement to be final, it will then be, in its revised state, named the "Joint Venture between Vibrant Life and Steven A. Archibald dated xxx" (date of finalization)
7. The final JV Agreement, with the date of finalization, will include language that validates the original intentions, even if only those in a verbal form, and any drafts or revisions of the JV Agreement which are not in conflict with the final JV Agreement.
   
   
   

   Article Two

   First Purpose
   

   
   
8. The purpose of this Joint Venture is to provide a legal and smooth transition from Vibrant Life operating as a Partnership with two General Partners, Bonnie J. and Loren C. Troescher, herein called the "original owners," to a NEW ownership of the activity called Vibrant Life, no matter what legal form it may have.
9. Before this draft of the JV agreement is complete there should have been sufficient time and review by the parties to decide whether to pursue the transformation of Vibrant Life from a Partnership to a Delaware LLC.
10. Whether Vibrant Life continues as a Partnership, as it has been, or is transformed into an LLC, the purpose is expected to be the same.
11. The new ownership, whether immediately or with a planed sequence to be described in this JV Agreement, will be Steven A. Archibald, ultimately with neither Loren nor Bonnie Troescher holding any part of that ownership.
12. Steven A. Archibald may or may not have his ownership of Vibrant Life represented by himself, a natural person, or some entity such as an LLC, which would represent some percentage of ownership in accordance with the "planned sequence" noted above.
    
    

    Article Three

    Second Purpose
    
    
    

13. The second purpose of this JV Agreement is to provide for the economic and financial security of both Loren C. and Bonnie J. Troescher in their years of retirement.
14. Since Loren and Bonnie have owned and operated Vibrant Life for some 30 years, and depended on Vibrant Life as their main financial support, this Second Purpose is for the JV Agreement to provide for the continuation of some level of acceptable financial support for Loren and/or Bonnie, but no heirs or others, until the time of the death of each of them.
    
    

    Article Four

    Third Purpose

    
    
    
15. This Joint Venture Agreement acknowledges that both Loren C. and Bonnie J. Troescher have played an integral part in the formation, growth and success of Vibrant Life.
16. There is a "first phase," described in this JV Agreement, when Loren and Bonnie continue to hold a controlling interest in whatever entity owns and operates Vibrant Life. This "phase" would continue, or not, independent of the death of either Loren or Bonnie. That is, the death of either would not change the fact that the surviving Partner would continue to hold the controlling interest, as described above.
17. There is a "second phase," also described in this JV Agreement, when, on a gradual basis, Loren and/or Bonnie turn over to Steven A. Archibald more and more responsibility for, and then control of, the operations of Vibrant Life.
18. During this second phase, various "objective targets" in terms of sales, expansion, profitability, and viability will be set, and are set within this JV Agreement, such that achievement of those targets, under the direction and responsibility of Steven A. Archibald, results in progress through this second phase to a "third phase" when Steven Archibald then has complete responsibility for operations and has the title of "Executive Director." (He is currently Deputy Executive Director I/T.")
19. The EP of the second phase is when Steven A. Archibald is formerly appointed Executive Director (not "Executive Director I/T" or "Acting Executive Director").
20. At the time of the first drafting of this JV Agreement the "second phase" is declared to be in existence.
21. There is a "third phase," also described in this JV Agreement, when total operating responsibility has been turned over the Steven Archibald, who has, by then, been formally appointed as the Executive Director of Vibrant Life and there is a "plan" (also described in this JV Agreement) whereby 100% of the ownership and control previously held by Loren and/or Bonnie will be transferred to Steven A. Archibald.
22. During this third phase Loren and/or Bonnie (in the event of the death of either, then the survivor) would hold all powers and authorities of ownership as described in this JV, for this third phase.
23. During this third phase when and if an objective target, further described in this JV Agreement, is not met, such that doubt then arises for the future financial support for both of them, or the survivor if one is deceased, then and only then may they (or the survivor of them) exercise control, replace the Executive Director and resume active management of the Company.
24. There are no heirs or others to inherit any estate from either Loren C. or Bonnie J. Troescher. At the death of either of them, the other inherits all the estate of the other, including the ownership of Vibrant Life.
25. At the death of the last remaining alive of Loren or Bonnie, then the third phase is ended and Steven A. Archibald becomes the sole person responsibility for all operations and enjoys the same ownership rights and privileges as had been held by Loren and/or Bonnie Troescher.
    
    

    Article Five

    Executory Contract

    
    
    
26. This JV Agreement is NOT an "Executory Contract," nor will a final structure (such as an LLC or new Partnership Agreement) be drafted so as to be categorized as an "Executory Contract."
27. An "executory contract" is often defined as:

    If you start talking to a bankruptcy lawyer, before long you'll probably hear them use the term “executory contract.” Often they'll act as though people use the term everyday.  The truth is that bankruptcy lawyers are just about the only lawyers – much less business people -- who ever talk about executory contracts.  (I confess I do it too, but there's a really good reason.)

    So what is an executory contract? The concept is fairly simple. It's a contract between a debtor and another party under which both sides still have important performance remaining.  Put another way, if either side stopped performing the contract it would be an actual breach of contract. 

    Examples of executory contracts (and some common reasons why they might be executory) include:

    • Real estate leases (tenant has to pay rent/landlord has to provide space)

    • Equipment leases (lessee has to pay rent/lessor has to provide equipment)

      • Development contracts (development work required/payment required on milestones), and
        
        
      • Licenses to intellectual property (licensee can use only within scope of license/licensor must refrain from suing for licensed uses). (source)

    
    
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