Findex.com Inc. entered into a certain manufacturing and distribution joint venture agreement with Nanotech Materials LLC. The agreement centers around a certain rubber-glass fusion coating proprietary technology/material developed and possessed by Nanotech, and the purpose of the joint venture is to commercially exploit this technology/material through a combination of product manufacturing and global/worldwide distribution, marketing, and sales. To date, there have been no sales of product based on this technology/material. Pursuant to the terms of the agreement, the Company will be manufacturing/producing the subject product for the benefit of the joint venture, as well as playing a role, both individually and together with Nanotech, in its distribution, marketing, and sales. The JV will not exist as a separate legal entity, but rather as a contractual collaboration. It is not expected that the JV will have any employees, but rather rely, for purposes of production, on production staff, and, for purposes of marketing, on employees of each the two co-venturers as well as independent manufacturer’s representatives. The agreement details a basic operational framework within which the JV will be conducted, and provides a certain governance framework for managing the JV and resolving potential disputes between the two co-venturers. In general, the decision-making associated with the JV will be shared equally by the two co-venturers, though certain exceptions exist based on relative and specific economic risk. The agreement lays out a formula for calculating profits of the JV on a quarter-annual basis, which profits will be divided equally between the two co-venturers. It further provides certain detail for equitably determining the respective co-venturers’ interests in the assets and liabilities of the JV at any given time in the event of a liquidation, voluntary or otherwise. In addition to a variety of customary representations and warranties ordinarily included in similar contractual joint venture agreements, the agreement also contains certain covenants surrounding and governing the ongoing obligations and commitments of the co-venturers to one another, including those focused on maintaining the secrecy of the underlying technology. The agreement additionally provides for certain indemnification obligations between the co-venturers for liabilities and/or losses. Unless terminated earlier, the agreement will result in the JV being maintained for a term of 10 years. Termination may occur by mutual consent of the co-venturers, sale of the business of the JV, or unilateral withdrawal by either one of the co-venturers. In the event that Nanotech withdraws unilaterally at any time, the Company retains the right to continue to produce and sell product based on the proprietary technology around which the JV is centered.