1. Are any commitments (with penalties for failure to meet) being made by VMC to AML in respect of delivery of the hardware?
2. What rights does AML have to cancel the agreement with VMC - specifically if VMC fails to meet deadlines/performance targets? It's pretty critical that this crystal clear if the two entities are managed by the same team - otherwise conflict of interest issues could easily arise.
3. Further to 3. can you confirm that if VMC fails (to a large extent) to meet deadlines/performance targets then AML WOULD cancel the contract and look for alternative sourcing?
4. If VMC fails to deliver in a reasonable time-frame is there any assurance that they would be able to refund AML the pre-order funds?
Where two entities run by the same team interact AND take outside investment it's absolutely key that all interaction between them is precisely defined in advance.
More general questions relating to VMC:
Obviously VMC needs a certain amount of capital to produce the ASICs. You've indicated that it may be seperately listed.
1. Would VMC be able to produce the hardware with ONLY the pre-order cash from AML (plus whatever cash you already have from other sources for it)?
2. If the answer to 1. is NO then what happens if VML fails to raise sufficient capital? What percentage (roughly) of necessary capital does the AML pre-order funds represent?
3. If the answer to 1. is YES then why would you need to float VML?
AGREEMENT OF UNDERSTANDING
BETWEEN
VIRTUAL MINING CORPORATION
AND
ACTIVE MINING COOPERATIVE
THIS IS A LEGAL AGREEMENT BETWEEN VIRTUAL MINING, CORPORATION A DELAWARE CORPORATION HEREINAFTER (“VMC”), WHICH MANUFACTURES BITCOIN MINING MACHINES, AND ACTIVE MINING COOPERATIVE HEREINAFTER (“AMC”) A SEPERATE BUSINESS UNIT OF VMC WHICH MINES BITCOINS FOR IT'S MEMBERS. THIS AGREEMENT APPLIES TO DELIVERY OF PRE-ORDERED BITCOIN MINING MACHINES TO BE PROVIDE TO AMC BY VMC PROVIDED IN ATTACHMENT A WHICH HEREIN IS INCORPORATED INTO THIS AGREEMENT BY REFERENCE.
VMC AGREES TO:
Only use per-order funds supplied by AMC to pay the manufacturer's cost of manufacturing the herefore said machines to be supplied to AMC.
Deliver the herefore said machines within 60 days of the estimated delivery date stated in the herefore said Attachment A.
That it has that ability to manufacture the herefore said machines with only the funds provided by AMC.
To do whatsoever is in the best interest of AMC and its members and use its Best effort to provide the herefore said machines to AMC in a timely manner.
AMC AGREES TO:
Provide the funds for the manufacture's cost of manufacturing the here fore said machines to be supplied in Attachment A to VMC at least 120 days before the date said machines are to be delivered.
TERM
This Agreement is effective until terminated. VMC or AMC may terminate this Agreement by giving
the other 30 days written notice and VMC returning to the other any funds not used or needed in the manufacture of the said machines to be supplied in Attachment A and AMC paying any cost that VMC may have accrued from AMC. After termination of this agreement if any funds have been used to order parts for the manufacture of the said machines to be supplied in Attachment A, said funds shall not be refunded to AMC, however AMC will have the option of VMC transferring the parts to AMC or letting VMC use the said parts in manufacture of other Bitcoin mining machines. If the said parts are used in the manufacture of other Bitcoin mining machines, then the cost of said parts will be refunded to AMC within 30 days. AMC shall take a vote of its members with each member getting one vote for each share that they own on Bitfunder.com to determine the above option.
GENERAL PROVISIONS
Entire Agreement. This Agreement sets forth the entire understanding between VMC and AMC with respect to the subject matter hereof. This Agreement may be amended only in a writing signed by both parties. No vendor, distributor, dealer, retailer, sales person or other person is authorized to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, the representations or promises of this Agreement.
Other. No waiver of any right under this Agreement shall be effective unless in writing, signed by a duly authorized representative of SplendidCRM. Failure to insist upon strict compliance with this Agreement shall not be deemed a waiver of any future right arising out of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. The parties agree that sole jurisdiction and venue for any dispute relating to this Agreement shall be in a state or federal court in Wake County, North Carolina. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and shall not apply to this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if the illegal, invalid or unenforceable provision had never been a part of this Agreement. You may not assign or transfer this Agreement, and any such attempted assignment or transfer shall be null and void. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorney’s fees from the other party.
Virtual Mining Corporation Active Mining Cooperative
a Business Unit of VMC.
___________________________ _____________________________
Kenneth E. Slaughter, CEO Kenneth E. Slaughter, Managing Member
Attachement A:
https://bitfunder.com/asset/AMC