Joint Venture Agreement Draft

JOINT VENTURE AGREEMENT DRAFT

THIS JOINT VENTURE AGREEMENT (the "Agreement") is made as of by and between:

Party A Name:    Entity Type: Individual Corporation LLC Partnership

Principal Place of Business:

Party B Name:    Entity Type: Individual Corporation LLC Partnership

Principal Place of Business:

RECITALS

WHEREAS, the Parties desire to combine certain of their resources, capital and expertise for the limited purpose of undertaking the business described herein and to set forth the terms and conditions governing their joint venture;

WHEREAS, Party A will contribute certain capital, services and other assets as described below and Party B will contribute capital, services and other assets as described below, and the Parties intend that the profits, losses and management authority shall be governed by this Agreement;

WHEREAS, the Parties desire to memorialize their agreement in this Joint Venture Agreement and to define their respective rights and obligations with respect to the joint venture activities.

1. FORMATION AND PURPOSE

1.1 Formation. The Parties hereby form a joint venture (the "Joint Venture") to conduct the business described in Section 1.2 under the terms of this Agreement. The Joint Venture is not intended to create a separate legal entity unless the Parties agree in writing.

1.2 Purpose. The primary purpose of the Joint Venture is:

2. CONTRIBUTIONS, CAPITAL AND OWNERSHIP

Ownership interest of the Joint Venture shall be allocated as follows: Party A and Party B .

3. MANAGEMENT; AUTHORITY; DECISIONS

3.1 Management. The Joint Venture shall be managed by a Management Committee consisting of representatives appointed by each Party in proportion to their ownership interest. Routine decisions shall be made by majority vote; material decisions (including but not limited to borrowing in excess of the agreed budget, sale of substantially all assets, amendment of this Agreement, or admission of new parties) shall require unanimous written consent of the Parties.

3.2 Authority. No Party may bind the Joint Venture to obligations outside the ordinary course of business without the prior written consent required under Section 3.1.

4. SCOPE OF WORK

5. PAYMENT TERMS

5.1 Capital and Operating Expenses. Each Party shall make contributions as specified above. Operating expenses will be funded from Joint Venture receipts and, if necessary, additional capital calls in proportion to ownership percentage.

5.2 Late Payment. Any overdue payment owed to the Joint Venture or by a Party shall bear interest at the rate of calculated monthly and compounded as permitted by applicable law.

6. TERM AND TERMINATION

6.1 Term. The Joint Venture shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Agreement.

6.2 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party in the event of a material breach that remains uncured for a period of after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination, the Parties shall cooperate to wind down Joint Venture activities, collect receivables and discharge or provide for liabilities, and distribute remaining assets in accordance with the allocation provisions of this Agreement.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party shall keep confidential all non-public and proprietary information regarding the Joint Venture and the other Party's business, whether marked confidential or that should reasonably be understood as confidential ("Confidential Information"), and shall not disclose such information except as required by law or as necessary to perform obligations under this Agreement.

7.2 Exceptions. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, independently developed by the receiving Party without use of the disclosing Party's Confidential Information, or rightfully received from a third party without restriction.

8. ALLOCATION OF PROFITS, LOSSES AND TAX MATTERS

8.1 Profits and Losses. Profits and losses of the Joint Venture shall be allocated to the Parties in proportion to their respective ownership interests unless otherwise agreed in writing.

8.2 Tax Treatment. The Parties shall agree in good faith on the tax classification and reporting mechanisms for the Joint Venture and shall provide each other necessary information for tax filings.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the execution and performance of this Agreement will not violate any other agreement or law applicable to that Party, and that any contributions described herein are free of liens except as disclosed to the other Party.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and the Joint Venture from and against any claims, liabilities or losses arising out of that indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement.

10.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, fraud, or breach of confidentiality, neither Party shall be liable to the other for consequential, special, punitive or incidental damages.

11. NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a Party may designate in writing).

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles. The Parties shall use good faith efforts to resolve disputes by negotiation. If negotiation fails, the Parties agree to submit disputes to binding arbitration in the agreed jurisdiction unless otherwise agreed in writing.

13. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written schedules or exhibits executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations. This Agreement may be amended only by a written instrument signed by both Parties.

14. MISCELLANEOUS

14.1 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or successor in interest.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

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