Joint Venture Term Sheet: Elan Fashion, Inc and Wendy Ellis Designs, Inc

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This is an email from your client, Elan Fashion, Inc.:

Dear Lawyer:
We need your help on another deal. This is for a joint venture our company wants to enter into with Wendy Ellis Designs. We’ve already signed a non-disclosure agreement. Attached is a term sheet my team has put together. Wendy Ellis is a very desired designer. We want to make sure she is only dealing with us and not talking to other suitors, so we want to get this term sheet signed as soon as possible. Is there anything missing from the term sheet we prepared? Do you have any questions about the terms? In addition to answering these questions, please mark up the term sheet with whatever terms you think are advisable.
Thanks.
Sincerely,

Brad Elan, President of Elan Fashion, Inc.

Term Sheet

This term sheet sets forth our understanding of the joint venture (the “Joint Venture”) between Elan Fashion, Inc. (“Elan”) and Wendy Ellis Designs, Inc. (“WED”).

The principal terms and conditions of the Joint Venture will include the following:

  • The Joint Venture will be operated as a limited liability company.
  • Elan will contribute $1million to the Joint Venture.WED will license the name of Wendy Ellis and will provide Wendy Ellis’s services to create jewelry pieces for the Joint Venture.
  • WED and Elan each will own 50% of the Joint Venture.
  • The name of the Joint Venture will be “Ellis-Elan Jewelry Design”.
  • WED will loan funds to the Joint Venture as determined is needed by the board of managers (the “Board”) of the Joint Venture.
  • WED and Elan will each appoint a manager of the Joint Venture. Elan will appoint the officers of the Joint Venture.

Wendy Ellis Designs, Inc.Elan Fashion, Inc.

By:________________________________By:___________________________

Wendy Ellis, PresidentBrad Elan, President