Company Name
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Effective Date: ____/____/______
This Business Joint Venture Agreement ("Agreement") is made today between:
[Legal Name]
Of [Legal Entity]
Located at [Address]
[City], [State] [Zip Code]
&
[Legal Name]
Of [Legal Entity]
Located at [Address]
[City], [State] [Zip Code]
Article #1) General Provisions:
1.01 Business Purpose. The business that will be conducted by the above stated Joint Venture shall be as follows:
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1.02 Term of Agreement. This Joint Venture shall begin on the date stated above as the "Effective Date" and shall continue in existence until terminated, liquidated, or is dissolved by law or as described below.
Article #2) General Definitions:
2.01 General definitions of terms that are utilized in this Agreement.
Affiliate- An Affiliate of an entity is an individual that, directly or indirectly controls or is controlled by such entity through one or more intermediaries.
2.02 Capital Contributions. The capital contribution to the Joint Venture that is made by the above mentioned Joint Venture parties.
2.03 Profits and Losses. Any income or loss of the Joint Venture Partnership for Federal income tax purposes shall be determined by the Partnership's fiscal year, including and without limitation, all items of Partnership income, gain, loss or deduction.
Article #3) Obligations of the Joint Venture participants:
____________ shall be responsible for all operations and decisions of the Joint Venture and shall be compensated for providing various services to the Joint Venture.
Article #4) Allocations:
4.01 Profits and Losses. Commencing on the above mentioned effective date and ending with termination of this Joint Venture Agreement, all profits, losses and other allocations to the Joint Venture shall be distributed as follows at the conclusion of each fiscal year:
_______ = _____%
_______ = _____%
Article #5) Rights and duties of the Joint Venture participants:
5.01 The business nature of the Joint Venture. ____________ shall have complete discretion and authority in the management and control the business activities of the Joint Venture for the purposes stated in the Agreement. _______________________ shall manage and control the affairs of the Joint Venture and to execute the business of the Joint Venture. _______________________ shall not participate in this Joint Venture nor shall _______________________ have any control over the above stated Joint Venture.
Article #6) Third Party and Affiliate Agreements with the Joint Venture:
6.01 Validity of Transactions. Affiliates of the participants of the Joint Venture may take part in and perform services for the Joint Venture and the validity of the transaction shall not be affected by reason of the relationship between the Affiliate and a participant of the above stated Joint Venture.
6.02 Other Businesses of the Parties to this Agreement. The participants to this Agreement and their Affiliates may have other interests in businesses outside the Joint Venture partnership. The Joint Venture shall not have any right to the income or proceeds that are derived from any such outside business from the Joint Venture.
Article #7) The payment of expenses:
7.01 All expenses of the Joint Venture shall be paid by _____________ and will be reimbursed by the Joint Venture.
Article #8) Indemnification of the Joint Venture:
8.01 All parties to the above stated Joint Venture Agreement shall have no liability whatsoever to one another for any loss suffered which may arise out of any action or inaction if such conduct is in the best interest of the Joint Venture. The parties to this Agreement shall each be indemnified by the other against any losses, judgments, liabilities, expenses, and amounts paid in settlement of any claims that may be sustained due to connection with the Joint Venture.
Article #9) Dissolution
9.01 Events of the Joint Venture. The Joint Venture shall be dissolved upon the completion of any of the following events: (a) Bankruptcy, (b) The sale of the Joint Venture, (c) By mutual agreement of the parties.
Article #10) Miscellaneous:
10.01 Books and Records. The Joint Venture shall maintain adequate accounting books and records at its place of business that reflect accurately all business transactions arising out of and in connection with the financial activities of the Joint Venture.
10.02 Validity. If any aspect of this here Agreement shall be found invalid, the same shall not affect the validity of the remaining Joint Venture Agreement.
10.03 Headings. The headings, titles and subtitles used in this Agreement are for reference only and shall not affect the meaning of any provision contained in the Joint Venture.
10.04 Notices. All notices required or that are permitted by this Agreement shall be in writing and shall be deemed to be delivered when deposited in United States mail with postage prepaid and certified or registered mail with return receipt requested and addressed to the parties as stated above.
Applicable Law
This contract shall be governed by the laws of the State of __________ in __________ County and any applicable Federal Law.
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Signature
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