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Joint Venture Agreement
THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and
entered into as of this _(1)_ day of ______(2)______, 19_(3)_, by and between
_______(4)_______ of _____(5)_____ (hereinafter "____________") and
_____(6)______ of _____(7)______ (hereinafter "____________").
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 of the 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
______(8)________ 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 the conclusion of each
fiscal year:
_____________ . . . . . . . . _(9)_%
_____________ . . . . . . . . . (10)_%
ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. _______(11)_______ 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. ______(12)____ 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. ______(13)______ shall not participate in
or 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 may be 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 the right 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 ______(14)_____ 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 the other 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 of all
business transactions arising out of and in connection with the conduct of the Joint
Venture.
10.02 Validity. In the event that any provision of this Agreement shall
be held 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 the subject 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 or
construction 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 the United 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 ____(15)____.
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 the day and year first above written. Signed, sealed and delivered in the presence of:
____________(16)_______________ ____________(17)______________
____________(16)_______________
____________(16)_______________ ____________(18)______________
____________(16)_______________
NOTICE
The information in this document is designed to provide an outline that
you can follow when formulating business or personal plans. Due to the variances by many
local, city, county and state laws, we recommend that you seek professional legal
counseling before entering into any contract or agreement.
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