JOINT VENTURE AGREEMENT BETWEEN CYCURION, INC. AND LUNAR PRIVACY, INC.

Exhibit 10.20

JOINT VENTURE AGREEMENT

BETWEEN

CYCURION, INC.

AND

LUNAR PRIVACY, INC.

​

This Joint Venture Agreement (“Agreement”) is made and entered in this 29th day of December 2022, by and between Cycurion, Inc., a Delaware corporation with its principal place of business at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Cycurion”) and Lunar Privacy, Inc., a Wyoming corporation with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Lunar”) (collectively referred to as the “Parties”).

NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Cycurion and Lunar hereby agree as follows:

1.Purpose. The purpose of the Joint Venture shall be to leverage Cycurion’s services business to distribute the Lunar privacy suite of products.

▇.▇▇▇▇. Cycurion and Lunar do hereby set forth in this Agreement the terms and conditions of their Joint Venture to be known as the Cycurion Lunar J V (“Joint Venture”).

4.Project Manager. Mr. ▇▇▇▇ ▇▇▇▇▇▇ is an employee of Lunar and is the Project Manager of this Joint Venture. He is also responsible for performance and implementing the instructions of the Joint Venture.

5.Percentage Ownership. Each Venturer’s respective interest in the Joint Venture (hereinafter called “Percentage Ownership Interest”) is indicated below:

Cycurion – Fifty-one percent (51%);

Lunar Privacy – Forty-nine percent (49%).

6.Distributive Share. The net operating income and net operating loss of the Joint Venture shall be allocated and shared between the Parties in proportion of ownership.

▇.▇▇▇▇ Account. The operating account (“Operating Account”) for this Joint Venture shall be established at Truist Bank. The Operating Account shall be established in the name of the Joint Venture. All payments due the Joint Venture for performance on work performed shall be deposited into the Operating Account, and all expenses incurred under the Contract shall be paid out from the Operating Account.

8.Resources. Major equipment, facilities and all other resources will be furnished as detailed in Appendix A by each Joint Venturer.

​

​

​

1

9.Contract Oversight. As the Managing Venturer, Cycurion is primarily responsible for Contract oversight. The Project Manager will be responsible for day-to-day management and administration of the Contract. Each Joint Venturer will have the right to visit the Contract site to evaluate the Contract performance.

10.Source of Labor. The Joint Venture will allow for a blended pool of labor employees of both Parties.

11.Negotiating Business Contracts. As the Joint Venture Project Manager, Mr. ▇▇▇▇ ▇▇▇▇▇▇ will be responsible for negotiating the Contracts.

12.Ensured Performance. Cycurion and Lunar are obligated to ensure performance of the Contracts and to complete performance despite the withdrawal of any Party from the Joint Venture.

13.Administrative Records. Accounting and other administrative records, including the books of the Joint Venture and any other records relating to the Joint Venture shall be kept and maintained at the offices of Cycurion.

14.Each Joint Venturer shall, during regular business hours, have access to and may inspect and copy any and all of the Joint Venture’s books and records. The Project Manager shall promptly send to each Joint Venturer copies of all reports, correspondence, documents and other information sent or received by the Joint Venture.

15.Retention of Final Records. Accounting and other administrative records including the final original records of the Joint Venture and any other records relating to the Joint Venture shall be retained at the office of Cycurion upon completion of the Contracts performed by the Joint Venture.

16.Quarterly Financial Statements. Quarterly financial statements showing cumulative Contract receipts and expenditures (including salaries of the Joint Venture’s principals) will be submitted no later than forty-five (45) days after each operating quarter of the Joint Venture.

17.Project-End Statements. Within ninety (90) days of completion of any Contract, the project-end profit and loss statement, including a statement of final profit distribution, shall be submitted to both Parties.

18.Performance of Work Reports. The Managing Venturer will describe how it is meeting or has met the applicable performance of work requirements for the Contract by annually submitting a report to the Customers, signed by an authorized official of each Joint Venturer, explaining how the performance of work requirements are being met for the Contract.

At the completion of each Contract, the Managing Venturer will submit a report to the Customers, signed by an authorized officer of each Joint Venturer, explaining how and certifying that the performance of work requirements were met for the customer.

​

​

2

place of business contained, or (ii) hand-delivered to the intended Party and written evidence thereof is obtained.

The Agreement is officially signed and executed by officials duly authorized to bind the Parties this 29^th day of December 2022.

​

​

​

3