Business JVA Document

Business JVA Document

This Joint Venture Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Party A is engaged in the business of ; and

WHEREAS, Party B possesses complementary skills, resources, and/or capital for the purpose of ; and

WHEREAS, the parties desire to establish a joint venture to collaborate on the Project described below, to set out their respective rights and obligations, and to allocate profits, losses and management responsibilities in accordance with the terms of this Agreement.

Scope of Work

The joint venture will undertake the following activities and deliverables. The parties shall perform their respective obligations in good faith and in compliance with applicable laws.

Payment Terms

The parties agree the joint venture shall be funded and compensated as set forth below. All payments shall be made in U.S. dollars unless otherwise agreed in writing.

Late payments shall incur interest calculated at % per month (or the maximum rate permitted by law, if lower). In addition to interest, the defaulting party shall be responsible for collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Confidentiality

Each party acknowledges that during the term of this Agreement it may receive confidential and proprietary information of the other party ("Confidential Information"). Each party agrees to hold Confidential Information in strict confidence, to use it solely for the purposes of the joint venture, and not to disclose it to any third party except as expressly permitted by this Agreement or required by law.

Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information. A receiving party may disclose Confidential Information to its employees, advisors, and permitted affiliates on a need-to-know basis provided such persons are bound by confidentiality obligations no less restrictive than those contained herein.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the parties may pursue any remedy available at law or in equity.

Representations; Warranties; Indemnification

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. Each party shall indemnify, defend and hold harmless the other party from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. This Agreement may be amended only by a written instrument executed by both parties.

Miscellaneous Provisions

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, except to an affiliate or successor by merger or acquisition. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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