Fill and Sign the Gerneral Oder Forms

General Form of Joint Venture Agreement Agreement made on the _________________________ (date) , between ____________________________________ (Name) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ______________ ______________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as JV-1 , and ________________ ________________ (Name) , a corporation organized and existing under the laws of the state of ____________________, with its principal office located at _____________________________ ______________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as JV-2 . Whereas, the parties desire to participate in a business venture together; and Whereas, each party is willing to invest money to finance the conduct of the venture. Whereas, it is agreed that the most desirable form of business for conducting the venture is a joint venture. Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Scope and Description By this Agreement, the parties create a joint venture to (brief description of venture) ______________________________________________________________________________ ______________________________________________________________________________ _____________________________________________________________________ for profit. The joint venture shall be conducted under the name of _________________________________ (Name of Venture) . The principal place of business shall be at ___________________________ ______________________________________________________________________________ (street address, city, county, state, zip code) . ________________________________ (Name of Venture) is hereinafter referred to a Venture . 2. Contributions JV-1 is to contribute $________________ to the Venture . JV-2 is to contribute personal property described as follows: ________________________________, having an agreed value of $________________ and his time and skill as a (describe) ____________________________ ______________________________________________________________________________ ______________________________________________________________________________ for the duration of the Venture, to insure its success. Contributions of money and property shall be made on or before ___________________________ (date) . Failure of either party to complete the contribution on a timely basis shall result in (e.g., ter mination of this agreement) ______________________________________________ . 3. Conduct of Venture JV-2 shall be responsible for management of the Venture, and shall devote all of his time to such management. However, JV-2 shall be responsive to the policies established and agreed on by the parties. JV-2 shall have the authority, without the need to consult JV-1 to ( set forth scope and extent of authority) ____________________________________________________ ______________________________________________________________________________ _____________________________________________________________________________. Such authority may be increased or decreased from time to time on mutual agreement of the parties. JV- 2 shall be liable to the Venture for any losses or liabilities incurred by his negligent conduct or by willful acts that are detrimental to the Venture if he knew or should have known that such acts would be detrimental. 4. Title to Property All legal title to property acquired by the Venture, whether real or personal, shall be taken in the name of ____________________________________ (Name of Trustee) , as trustee for the parties, and shall be held for their interest. The interest of each party in such property shall be proportionate to his or her share of the profits of the Venture . 5. Division of Profits The net profits earned by the Venture, calculated at the end of each fiscal year, shall be divided among the parties as follows: A. JV-1 shall receive _______%; B. JV-2 shall receive _______%. C. The parties shall receive no other remuneration from the Venture . The net profits will be calculated by first deducting all operating expenses from gross income of the Venture . 6. Apportionment of Losses The parties shall bear any net loss sustained by the Venture in any fiscal year as follows: A. JV-1 shall bear ______% of any such loss; B. JV-2 shall bear ______% of any such loss. C. Any assessment against a party for a loss shall be payable to the Venture not later than _______ days after the close of the fiscal year. 7. Records and Accounting JV-2 shall maintain or cause to be maintained a complete set of records, statements, and accounts concerning the total operation of the Venture , in which books shall be entered, fully and accurately, each transaction pertaining to the Venture . All the books will be open at all times for inspection and examination by JV-1 or his agent. The fiscal year of the Venture shall commence on ___________________________ (date) and close on __________________________ (date) of each year of operation. All accounting based on fiscal year figures shall be completed within ________ (number) days after the close of the fiscal year. 8. Insurance and Surety Bonds The Venture shall obtain insurance to cover the following items and types of losses : (Describe) ____________________________________________________________________ _____________________________________________________________________________. The premiums shall be recognized business expenses of the Venture. The parties shall each post bond in the amount of $______________ for the protection of assets and the premiums shall be recognized business expenses of the Venture . 9. Death or Incapacity of Party The death or incapacity of a party shall cause the Venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the surviving party and the legal representative or guardian of the deceased or incapacitated party. 10. Term The effective date of this Agreement shall be the date first above written, and the Agreement shall continue in effect for a period of ______ (number) years from that date, or until ( e.g., all the purposes for which this Venture has been undertaken have been accomplished and completed or until terminated by written agreement of the parties) ___________________ ______________________________________________________________________________ _____________________________________________________________________________. 11. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________. 13. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 14 . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 15. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 16. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 17. Termination of Agreement On termination of this Agreement for any cause whatever, the Venture shall be wound up and dissolved [e.g., in accordance with (cite state statute) ] ______________________________ _____________________________________________________________________________. 18. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 19. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. _______________________________ ________________________________ (Name of JV-1) (Name of JV-2) By: ____________________________ By: ____________________________ (P rinted or typed name) (P rinted or typed name) ________________________________ ________________________________ ________________________________ ________________________________ (Name and Office in Corporation) (Name and Office in Corporation)