Joint Venture Agreement

General Form of Joint Venture Agreement

Agreement made on the (date), between

, a corporation organized and existing under

the laws of the state of , with its principal office located at

, referred to herein as JV-1, and

, a corporation organized and existing under the laws of the state of

, with its principal office located at

, 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

for profit.

The joint venture shall be conducted under the name of

. The principal place of business shall be at

. (Name of

) 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:

of $ and his time and skill as a

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

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

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 , 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

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:

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

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

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.