JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT ("Agreement"),
made and entered into as of this _____ day of _____, 19___, by and between
__________of __________ ("_") and __________ of __________
("_").
ARTICLE I GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as
follows: [Describe Business Purpose] 1.02 Term of the Agreement. This
Joint Venture shall commence on the date first above written and shall
continue in existence until terminated, liquidated, or dissolved by
law or as hereinafter provided.
ARTICLE II GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in
this Agreement: 2.01 Affiliate. An Affiliate of an entity is a person
that, directly or indirectly through one or more intermediaries, controls,
is controlled by or is under common control of such entity. 2.02 Capital
Contribution(s). The capital contribution to the Joint Venture actually
made by the parties, including property, cash and any additional capital
contributions made. 2.03 Profits and Losses. Any income or loss ofthe
Partnership for federal income tax purposes determined by the Partnership's
fiscal year, including, without limitation, each item of Partnership
income, gain, loss or deduction.
ARTICLE III OBLIGATIONS OF THE JOINT VENTURERS
__________ is responsible for all operations and decisions of the Joint
Venture and will be compensated for providing various services.
ARTICLE IV ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof and ending on
the termination of the business of the Joint Venture, all profits, losses
and other allocations to the Joint Venture shall be allocated as follows
at theconclusion of each fiscal year: __________ _____% __________ _____%
ARTICLE V RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. __________ shall have full,exclusive
and complete authority and discretion in the management and control
of the business of the Joint Venture for the purposes herein stated
and shall make all decisions affecting the business of the Joint Venture.
At such, any action taken shall constitute the act of, and serve to
bind, the Joint Venture. __________ shall manage and control the affairs
of the Joint Venture to the best of its ability and shall use its best
efforts to carry out the business of the Joint Venture. __________ shall
not participate inor have any control over the Joint Venture business
nor shall it have any authority or right to act for or bind the Joint
Venture.
ARTICLE VI AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE
JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement
maybe engaged to perform services for the Joint Venture. The validity
of any transaction, agreement or payment involving the Joint Venture
and any Affiliates of the parties to this Agreement otherwise permitted
by the terms of this Agreement shall not be affected by reason of the
relationship between them and such Affiliates or the approval of said
transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to
this Agreement and their respective Affiliates may have interests in
businesses other than the Joint Venture business. The Joint Venture
shall not have theright to the income or proceeds derived from such
other business interests and, even if they are competitive with the
Partnership business, such business interests shall not be deemed wrongful
or improper.
ARTICLE VII PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by _____ and shall be
reimbursed by the Joint Venture.
ARTICLE VIII INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for
any loss suffered which arises out of any action or inaction if, in
good faith, it is determined that such course of conduct was in the
best interests of the Joint Venture and such course of conduct did not
constitute negligence or misconduct. The parties to this Agreement shall
each be indemnified by theother against losses, judgments, liabilities,
expenses and amounts paid in settlement of any claims sustained by it
in connection with the Joint Venture.
ARTICLE IX DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved
upon the happening of any of the following events: (a) The adjudication
of bankruptcy, filing of a petition pursuant to a Chapter of the Federal
Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.
(b) The sale or other disposition, not including an exchange of all,
or substantially all, of the Joint Venture assets. (C) Mutual agreement
of the parties.
ARTICLE X MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books
and records at its place of business, setting forth a true and accurate
account ofall business transactions arising out of and in connection
with the conduct ofthe Joint Venture.
10.02 Validity. In the event that any provision of this
Agreement shall beheld to be invalid, the same shall not affect in any
respect whatsoever the validity of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes
the entire understanding and agreement among the parties hereto with
respect to thesubject matter hereof, and there are no agreements, understandings,
restrictions or warranties among the parties other than those set forth
herein provided for.
10.04 Headings. The headings, titles and subtitles used
in this Agreement are for ease of reference only and shall not control
or affect the meaning orconstruction of any provision hereof.
10.05 Notices. Except as may be otherwise specifically
provided in this Agreement, all notices required or permitted hereunder
shall be in writing and shall be deemed to be delivered when deposited
in theÕnited States mail,postage prepaid, certified or registered
mail, return receipt requested,addressed to the parties at their respective
addresses set forth in this Agreement or at such other addresses as
may be subsequently specified by written notice.
10.06 Applicable Law and Venue. This Agreement shall be
construed and enforced under the laws of the State of __________.
10.07 Other Instruments. The parties hereto covenant and
agree that they will execute each such other and further instruments
and documents as are or may become reasonably necessary or convenient
to effectuate and carry out the purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of theday and year first above written. Signed, sealed
and delivered in the presence of:
_________________________________
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