How can be legality and intention defined from attached contract ?

JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this 25th day of April, 2021 (the "Execution Date"). BETWEEN: Dr. Jones Smith of 10 Toronto Street, Toronto ON MIB BK, and Dr. Roland McDonald of 20 Toronto Street, Toronto ON MIB B9K (individually the "Member" and collectively the "Members") BACKGROUND: A. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise. B. This Agreement sets out the terms and conditions governing this association. IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Members agree as follows: Formation 1. By this Agreement the Members enter into a joint venture (the "Venture") in accordance with the laws of the Province of Ontario. The rights and obligations of the Members will be as stated in the applicable legislation of the Province of Ontario (the "Act") except as otherwise provided here. Name 2. The business name of the Venture will be Ugli Oranges Joint Venture. Purpose 3. The exclusive purpose of the Venture (the "Purpose") will be Ugli Oranges Negotiation Deal. Term 4. The duration of this Venture (the "Term") will begin on April 20, 2021 and continue in full force and effect until the occurrence of the following event Completion and Sale of the Second Ugli Oranges Crop. 5. The Term may be extended with the unanimous consent of all Members. Place of Business 6. The principal office of the business of the Venture will be located at 10 Toronto Street, Toronto, ON MIK 980 or such other place as the Members may from time to time designate Business Management 7. A board of directors (the "Board of Directors") for the Venture is established by this Agreement. The Board of Directors will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Conduct and actions of the Board of Directors will be dictated by policy and procedure established by the Members. Except as otherwise provided in this Agreement, the individual directors (individually the "Director" and collectively the "Directors") will be appointed by agreement between all Members. The Directors will have a primary duty to the best interest of the Venture and not directly to any individual Member.8 . The Board of Directors will decide major issues concerning the Venture. Unanimous approval will be required where indicated in this Agreement. Any other matter not dealt with in this Agreement will require approval by a Majority Vote. 9. The chairperson (the "Chairperson") of the Board of Directors is the representative of the Venture. If the Chairperson is unable to fulfill their role for any reason, the Chairperson may authorize a vice-chairperson (the "Vice-Chairperson") or any other Director to temporarily represent the Venture. The term of office for the Directors, Chairperson and Vice-Chairperson is two years or the duration of the Term, whichever is shorter. The term of office may be renewed continually as determined by the Members. The Chairperson and Vice-Chairperson will be elected by a Majority Vote of the Directors. 10 All actions and decisions respecting the appointment of an accounting firm for the Venture require the consent and agreement of a majority of the Board of Directors. 1 A manager or managers may be appointed by the Board of Directors where necessary or desirable. Duties of the managers will be determined by the Board of Directors. Management Duties 12. Except as otherwise specified in this agreement, the duties and obligations of the Board of Directors in relation to the Venture will include the following a. managing the day to day business of the Venture; monitoring, controlling and directing the financial, business and operational affairs of the Venture; C. proper maintenance of books of account and financial records according to accepted accounting practices; d. monitoring, analyzing and acting on all issues over which it would have express or implied authority according to this all responsibilities attached to hiring of production and administration staff including any required labour negotiations, and all responsibilities attached to hiring of third party contractors. Member Duties 13 Each Member will be responsible for its respective duties as follows: Member Duties Description Dr. Jones Smith Biological Research Scientist representing Dr. Jones pharmaceutical company Dr. Roland Mcdonald Biological Research Scientist representing Dr. Roland pharmaceutical company. 14. Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members' interests are not affected except with the unanimous consent of the Members. Capital Contributions 15 Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the "Capital Contribution") Member Contribution Description Agreed Value Dr. Jones Smith $100,000 to purchase first crop. $100.000.00 CAD Dr. Roland McDonald $100,000 to purchase second crop $100,000.00 CAD16. All Members will contribute their respective Capital Contributions fully and on time. Withdrawal of Capital 17. No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members. 18. The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement. Additional Capital 19 Capital Contributions may be amended from time to time, according to the requirements of the Venture, by decision of the Members as recommended by the Board of Directors. Where Members' interests are affected, additional capital contributions (the "Additional Capital Contributions") must have the unanimous consent of the Members 20. Any advance of money to the Venture by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to a greater voting power. Such debts may have preference or priority over any other payments to Members as may be determined by a majority of the Members. Capital Accounts 21. An individual capital account will be maintained for each Member and their initial Capital Contribution will be credited to this account. Any additional, approved contributions to the Venture's capital made by a Member will be credited to that Member's individual Capital Account. Interest on Capital 22. No borrowing charge or loan interest will be due or payable to any Member on any Capital Contribution or on their Capital Account despite any disproportion that may from time to time arise among the Capital Accounts of the Members. Books of Account 23 Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect all the Venture's transactions and will be appropriate and adequate for the business conducted by the Venture. Banking and Venture Funds 24. The funds of the Venture will be placed in such investments and banking accounts as will be designated by the Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity Member Meetings 25. Regular Member meetings will be held only as required. Minutes of the meetings will be maintained on file. 26 Any Member can call a special meeting to resolve urgent issues that require a vote and that cannot wait for the next regularly scheduled meeting. When calling a special meeting, all Members must be provided with reasonable notice. Where a special meeting has been called, the meeting will be restricted to the specific purpose for which the meeting was called 27. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Members.Amendments 29. This Agreement may be amended only with the unanimous consent of all Members. Admitting a new Member New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members. Dissociation of a Member 31. Where a Member is in breach of this Agreement and that Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to that individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture. $2. If the Venture is harmed as the result of an individual Member's action or failure to act, then that individual Member will be liable for that harm. If more than one Member is at fault then they will be jointly and severally liable for that harm. 33. Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member 34. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement. 35. Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing. Dissolution of the Joint Venture 36. The Venture will be dissolved and its assets liquidated in the event of any of the following: a. the Term expires and is not extended; b. a unanimous vote by the Members to dissolve the Venture; C. on satisfaction of the Purpose; d. loss or incapacity through any means of substantially all of the Venture's assets; or e. where only one Member remains. Liquidation 37. On dissolution, the Venture will be liquidated promptly and within a reasonable time. 38. On the liquidation of the Venture assets, distribution of any amounts to Members will be made in proportion to their respective capital accounts or as otherwise may be agreed in writing.Valuation of Interest In the absence of a written agreement setting a value, the value of the Venture will be determined based on the fair market value appraisal of all Venture assets (less liabilities) in accordance with generally accepted accounting principles (GAAP) by an independent accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A withdrawing Member's interest will be based on the proportion of their respective capital account less any outstanding liabilities a Member may have to the Venture. The intent of this section is to ensure the survival of the Venture despite the withdrawal of any individual Member No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation. Transfer of Member Interest $1. A Member may assign their proprietary assets and their rights in distribution interest in the Venture. Such assignment will only include that Member's economic rights and interests and will not include any other rights of that Member nor will it include an automatic admission as a Member of the Venture or the right to exercise any management or voting interests. A Member who assigns any or all of their Venture interest to any third party will relinquish their status as Member including all management and voting rights. Assignment of Member status, under this clause, including any management and voting interests, will require the consent of all the remaining Members. Management Voting 12. Any management vote required will be assessed such that each Director on the Board of Directors will receive one vote. In the event of a tie vote the Chairperson will be entitled to a tie-breaking vote. Force Majeure 43. A Member will be free of liability to the Venture where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure where the Member has communicated the circumstance of that event to any and all other Members and taken any and all appropriate action to mitigate that event. Force majeure will include, but not be limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event Duty of Loyalty. 44 No Member will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Venture or that would be in direct conflict of interest to the Venture. Any potential conflicts of interest will be deemed an Involuntary Withdrawal by the offending Member and may be treated accordingly by the remaining Members. 45. A dissociated or withdrawing Member will not carry on a similar business to the business of the Venture within any established or contemplated market regions of the Venture for a period of at least six months from the date of dissociation or withdrawal Confidentiality 46 All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain. 47. This section will survive for two years after the expiration or termination of this Agreement or dissolution of the Venture. Language 48. The Members expressly state that the English language is to be the language of choice for this Agreement and all other notices and agreements required by the Venture.Insurance 49 The Venture will insure all its assets against loss where reasonable and standard practice in the industry. Indemnification 50. Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any nature relating to the Member's participation in Venture affairs except where such harm or damages results from gross negligence or wilful misconduct on the part of the Member. Liability 51. No Member will be liable to the Venture or to any other Member for any error in judgment or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or wilful misconduct. Liability Insurance 52. The Venture may acquire insurance on behalf of any Member, employee, agent or other person engaged in the business interest of the Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Venture. Covenant of Good Faith 53. Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture. Full Disclosure 54. It is acknowledged that each Member is a distinct business entity and may from time to time have financial and business interests outside the Venture. Each Member will fully disclose to the Venture the extent of all its financial and business interests prior to the formation of this Venture and for the duration of the Term of the Venture Joint Venture Property. 35. Where allowed by statute, title to all Venture property, including intellectual property, will remain in the name of the Venture. Where joint ventures are not recognized by statute as separate legal entities, Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Venture property will be applied by the Members exclusively for the benefit and purposes of the Venture and in accordance with this Agreement. Jurisdiction The Members submit to the jurisdiction of the courts of the Province of Ontario for the enforcement of this Agreement and for any arbitration award or decision arising from this Agreement. Mediation and Arbitration 37. In the event a dispute arises out of, or in connection with, this Agreement, the Members will attempt to resolve the dispute through friendly consultation 58. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Province of Ontario. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Province of Ontario Warranties 59. All Members represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Member has been fully authorized to execute this Agreement60. Each Member represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Member. Additional Clauses 61 Arbitration Clause. 62 Statues of Limitations Clause. 63. Crop failure Clause. Definitions 64. For the purpose of this Agreement, the following terms are defined as follows: "Capital Contributions" The capital contribution to the Venture actually made by the Members, including property, cash and any additional capital contributions made. b. "Majority Vote" A Majority Vote is any amount greater than one-half of the authorized votes. C. "Operation of Law" The Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy. Miscellaneous 65. This Venture is termed a contractual joint venture and will not constitute a partnership. Members will provide services to one another on an arms' length basis while remaining independent business entities. There will be no pooling of profits and losses. Each Member is responsible only for its own actions and no Member is an agent for any other Member. Members will not be jointly or severally liable for the actions of the other Members. 56. Time is of the essence in this Agreement. 67. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures. 68. Headings are inserted for the convenience of the Members only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa. 59 If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Members' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. 70. This Agreement contains the entire agreement between the Members. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Member in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Members.71. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Member's successors, assigns, executors, administrators, beneficiaries, and representatives. 72. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Members at the addresses contained in this Agreement or as the Members may later designate in writing 3. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law. IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal on this 25th day of April, 2021. SIGNED, SEALED, AND DELIVERED in the presence of Witness: (Sign) Witness Name: Dr. Jones Smith (Member) SIGNED, SEALED, AND DELIVERED in the presence of: Witness: (Sign) Witness Name: Dr. Roland McDonald (Member)