Fill and Sign the Exploration Agreement with Option for Joint Venture Secgov Form

JOINT VENTURE AGREEMENT FOR ___________________________ A ___________________________ (State) JOINT VENTURE This Joint Venture Agreement (herein after referred to as the "Agreement") is entered into this _________ day of ___________________________, 20____, by and among ___________________________, a ___________________________ corporation, and ___________________________, a ___________________________ corporation, (hereinafter collectively referred to as the "Joint Venturers") for the purpose of performing: ___________________________. W I T N E S S E T H: WHEREAS, the parties are desirous of forming a joint venture (the "Venture"), under the laws of the State of ___________________________ by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned construction project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as joint venturers, henceforth, "Venturers" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: ARTICLE I. DEFINITIONS: 1.1 "Affiliate" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint venturer or partner, any business or entity for which such person acts in any such capacity. 1.2 "Venturers" shall refer to ___________________________ Inc., and ___________________________, and any successor(s) as may be designated and admitted to the Venture. 1.3 "Internal Revenue Code", "Code" or "I.R.C." shall refer to the current and applicable Internal Revenue Code. 1.4 "Net Profits and Net Losses" means the taxable income and loss of the Venture, except as follows: 1.5 The "book" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles.
(i) a venture shall be permitted to substitute the fair market value of the assets for its book, or adjusted tax basis if such books differ, except that if one of the venture's assets is an option on, or is convertible into, another asset, the net profits and net losses of the enterprise shall be determined in accordance with federal income tax principles. (ii) a venture shall be permitted to substitute the value of its equity in the investment or investment securities, and, but only if such equity reflects the fair market value of the equity owned by the venture in the venture which is being purchased which is equal to the book value of the equity, or adjusted tax basis, if their books differ; a venture shall also be permitted to substitute the value of the enterprise (i) for its fair market value, or (ii) if the enterprise has more than one venture the enterprise may use the fair market value of the enterprise. “franchise" shall refer to (i) an option granted to a venture for acquisition of stock of another and (ii) a license for use of the enterprise in another venture that is granted by the venture's parent corporation and terminates at least 60 days after the grant of the license. “purchase price" shall refer to the book value of the assets to a venture's consideration when the assets are acquired, or the value of the equity in an investment when the investment is disposed of. “qualified public offering", "investment" or “securities" shall refer to a public offering of the venture. “voting stock" shall refer to the voting securities. “voting principal" shall refer to the voting interest. Article ii.