Page 14 - New Empire Affinitas Life Senior Housing Division
P. 14

Parties, individually and collectively, shall reasonably require in order to further the vision and
                        purpose of the venture contemplated by the Parties.

              c)     Co-branding and co-marketing will include company collateral, pitch decks, videos, logos, likenesses,
              team member CV’s and related information to create a co-aligned new entity that will be clearly delineated as
              such in all internal and external materials The Parties will create a separate website (or a separate tab within
              an existing website) to market project development and business opportunities of the Joint Venture; and the
              individual websites and collateral materials of AFFINITAS and NEW EMPIRE may accentuate and highlight
              the relationship created by the Parties as well as the alliances that are integral to the overall development
              process.

              d)     The Parties shall jointly issue a mutually agreed upon press release about their relationship for
              publication and dissemination to the media and industry leaders.

              11. Duties of the Parties - General

                 a)  NEW EMPIRE shall take the lead as the General Contractor for the design, entitlement, permitting,
                     development and construction of all property under contract with NEALDG or its subsidiaries.

                 b)  AFFINITAS, or its bankable nominee, shall be the operator and manager of all property under
                     contract with NEALDG or its subsidiaries. It is expressly understood and agreed by and between
                     AFFINITAS and NEW EMPIRE that financial groups doing business with the Joint Venture may
                     require it to contract with an experienced, external senior living management operator until a
                     sufficient track record has been established by the Joint Venture and AFFINITAS internally. The terms
                     of a typical external operator/management agreement will include a transition period to AFFINITAS,
                     commencing after the first 2-3 years of operation. A business financier may require multiple project
                     management successes prior to yielding exclusive operational control to the Joint Venture and
                     AFFINITAS in the ordinary course of the business of the Joint Venture.

                 c)  NEW EMPIRE shall take the lead on all funds required for acquiring, developing and equipping
                     property owned by the Joint Venture.


                 d)  The terms of all financing, and interest owing on capital outlays, shall be subject to the approval of
                     the applicable Managing Members of NEALDG as a Major Decision. All contracts that inure to the
                     benefit of a party (or related party) to this Agreement shall be subject to market terms and pricing and
                     the formal review and approval of the other Party.

              12. Duties of the Parties - Specific

              a)     NEW EMPIRE will have the following day to day functional duties:



                                       Re-LIFE-Ment: Reinventing Past Notions of Retirement
                                                             - 5 -





  14
   9   10   11   12   13   14   15   16   17   18   19