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JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO profit sharing consulting operAtions

JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO profit sharing consulting operAtions. Uriel Corporation

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JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO profit sharing consulting operAtions

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  1. JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO profit sharing consulting operAtions Uriel Corporation One Westbrook Corporate CenterSuite 300Westchester, IL 60154 USA(708) 598-7314 Call to arrange fax.strategicpartnering@urielcorporation.comwww.urielcorporation.comPoint of Contact: Headquarters/Executive Offices.

  2. CLIENT OR URIEL GENERATED JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPOS DUE DILIGENCE • Initial retainer paid by Client to Uriel for Uriel to consult with Client for Uriel to draft JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO letter of intent and or JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO agreement to specify a JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO between Client and Uriel and or with third parties. The Initial Retainer will pay for investigation and due diligence between the parties to determine interests in developing a mutually beneficial relationship in developing a JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO involving the development of proprietary technology or products for the commercial marketplace funded by the client and possibly with third parties.

  3. CLIENT OR URIEL GENERATED JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPOS DUE DILIGENCE • As part of drafting the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO letter of intent between Uriel and the Client, aspects of commercialization may include but are not limited to Research & Development, Engineering, Prototype Development, Intellectual Property, Sales, Marketing, Customer Support, Technical Support, Technicians, Contractors, Manufacturing, Product Testing, Quality Control, Programming, Website Development, Data Centers, ERP, CRM, CAD/CAM/CAE, equipment, facilities, offices, simulations, feasibility studies, market research, market testing, business planning, financing, management, staffing, employees, shipping, warehousing, legal, accounting, consulting fees, royalties, expenses, project costs, intellectual property expenses, intellectual property insurance, intellectual property maintenance taxes and development expenses, patent litigation and defense expenses, attorney and court costs, aspects of commercial activity, operations, budgets, working capital, subsidiary development, etc. These items will be discussed and included in the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO letter of intent and further agreements between Client and or with further third parties as may be further agreed.

  4. CLIENT OR URIEL GENERATED JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPOS DUE DILIGENCE • The JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO between Uriel Corporation and the Client may involve solely Uriel developed, Uriel owned technology/products, or solely Client developed, Client owned technology/products, or jointly developed technology/products that may be licensed to the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary that may be launched hereafter between Uriel and Client. Uriel and Client would license the developed Technology or products to the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary where the subsidiary shall be jointly owned by Client and Uriel and where the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary and the Client would be the Licensee and where the Client shall be a co-Licensee as shall be specified in further written agreements and where Royalties would be guaranteed to Uriel Corporation and or to the Client from the Client and or from business transactions entered into with third parties. • As mentioned, Uriel and the Client will have co-ownership in the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary (percentages to be specified in further written agreements). A Royalty Agreement shall be entered into between Uriel, the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary, and the Client where the Client also acts as a co-Licensee and guarantor that will guarantee and pay a lump sum payment and ongoing Royalties to Uriel (the Licensor) for the technology and products licensed to the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary and the Client (the Licensees) and or Client and Uriel shall agree to find one or more third parties that will become exclusive licensee(s) to pay Uriel Corporation and the Client a lump sum and ongoing royalty payments agreeable to Uriel Corporation and the Client wherein said exclusive license(s) or third parties would benefit the jointly owned JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary owned by Uriel and Client wherein Client and Uriel would share a lump sum payment and ongoing royalties (or the monetization of the royalty streams licensed to exclusive third parties related to the products or the technologies that are proposed to be licensed to the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary and or to third parties that have or will be developed by Uriel Corporation in collaboration with Client as will be funded by Client as specified in further written agreements).

  5. CLIENT OR URIEL GENERATED JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPOS DUE DILIGENCE • In addition to co-ownership in the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary and a Royalty Agreement being guaranteed to Uriel Corporation, Uriel Corporation shall also generate revenues from its participation in the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO through the business operations it will conduct, by billing the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary and engaging and performing services as part of key staff of the JOINT VENTURE, PRIVATE PLACEMENT, AND OR IPO subsidiary, including participating and providing and acting as upper management as officers and directors of the company, consulting, management and operations functions, running telemarketing services, running team operations, by providing engineering, research and development, simulation, prototype development and product testing services, managing intellectual property, computer consulting, advertising and public relations consulting, website development and consulting, executive search and recruiting services, working as and with independent consultants, providing and working with legal personnel, providing and working with executives, engineers, computer personnel, programmers, webmasters, attorneys, accounting, finance, ERP, CRM professionals, telemarketing personnel, independent contractors and consultants, providing further consulting, management, staffing, operational control, and direction to the venture, and act as will and or as may be further agreed in writing.This document and or terms or options for putting forth agreements and or a relationship may vary and or may change without notice. Please call Uriel Corporation to discuss details at: (708) 598-7314.

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