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Joint Venture Agreement

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					This Joint Venture Agreement is used when two or more individuals or business entities
combine or collaborate on a particular project or undertaking. It specifies each party's
percentage of interest in the joint venture and sets forth the parties' rights and
responsibilities. Details relating to indemnification, dissolution and an dispute resolution
are also included in the agreement. This document in its draft form contains many of
the standard provisions commonly found in a joint venture agreement and may be
customized to fit the specific needs of the contracting parties. This agreement should
be used when individuals or companies collaborate to form a joint venture.
                                JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (hereinafter “Agreement”) is made on _____ [Month]
_____ [Date], 20_____ [Year] by and between ________________________ [Instruction:
Insert     the     name       of     first company/corporation],    having     address     at
________________________ [Instruction: Insert the address of first company/corporation]
(hereinafter “First Joint Venturer”) and ________________________ [Instruction: Insert the
name of second company/corporation], having address at ________________________
[Instruction: Insert the address of second company/corporation] (hereinafter “Second Joint
Venturer”). First Joint Venturer and Second Joint Venturer may individually be referred to as
“Party”, or collectively as “Parties”.

   WHEREAS, The Parties wish to make contributions to a common fund for the purpose of
acquiring and holding:

______________________________________________________________________________
______________________________________________________________________________
_____________________________________________________________________________
[Instruction: Insert the type of business interest] called the “Business Interest”; and

    WHEREAS, the Parties wish to form a joint venture (hereinafter “Joint Venture”) under the
laws of ____________________ by execution of this Agreement for the purpose set forth herein,
and wish to fix and define between themselves their respective responsibilities, interests, and
liabilities.

    NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, the Parties agree to constitute themselves for the purposes before mentioned and
intending to be legally bound hereby, agree as follows:

1. GENERAL PROVISIONS

    a. Purpose

        The Parties form this Joint Venture to acquire and hold the Business Interest in common
        and to provide the finances required for its acquisition. Each Party shall own an
        undivided fractional interest in the business.

    b. Term of the Agreement

        This Joint Venture shall commence on the date first above written and shall continue in
        existence until terminated, liquidated, or dissolved by law or as hereinafter provided.

2. GENERAL DEFINITIONS

    The following comprise the general definitions of terms utilized in this Agreement:

    a. Affiliate



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        An Affiliate of an entity is a person that, directly or indirectly through one or more
        intermediaries, controls, is controlled by, or is under common control of such entity.

    b. Capital Contribution(s)

        The capital contribution(s) to the Joint Venture actually made by the Parties, including
        property, cash, and any additional capital contributions made.

    c. Profits and Losses

        Any income or loss of the partnership for federal income tax purposes determined by the
        partnership's fiscal year, including, without limitation, each item of partnership income,
        gain, loss, or deduction.

3. OBLIGATIONS OF THE JOINT VENTURERS

    ________________________         [Instruction:   Insert     the     name     of   party/
    company/corporation which is responsible for all operations and decisions of the Joint
    Venture] is responsible for all operations and decisions of the Joint Venture and will be
    compensated for providing various services.

4. ALLOCATIONS

    Profits and Losses

    Commencing on the date hereof and ending on the termination of the business of the Joint
    Venture, all profits, losses, and other allocations to the Joint Venture shall be allocated as
    follows at the conclusion of each fiscal year:


                            Name of Joint Venturer                      Proportion


                                                                           ___%


                                                                           ___%


                                                                           ___%




5. RIGHTS AND DUTIES OF THE JOINT VENTURERS

    a. Business of the Joint Venture

        ________________________     [Instruction: Insert    the    name     of  party/
        company/corporation having complete authority and discretion in the management


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        and control of the joint venture] shall have full, exclusive, and complete authority and
        discretion in the management and control of the business of the Joint Venture for the
        purposes herein stated and shall make all decisions affecting the business of the Joint
        Venture. As such, any action taken shall constitute the act of, and serve to bind, the Joint
        Venture. ________________________ [Instruction: Insert the name of party/
        company/corporation having complete authority and discretion in the management
        and control of the joint venture] shall manage and control the affairs of the Joint
        Venture to the best of its ability and shall use its best efforts to carry out the business of
        the Joint Venture.

6. AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT
   VENTURERS

    a. Validity of Transactions

        Affiliates of the Parties to this Agreement may be engaged to perform services for the
        Joint Venture. The validity of any transaction, agreement, or payment involving the Joint
        Venture and any Affiliates of the Parties to this Agreement otherwise permitted by the
        terms of this Agreement shall not be affected by reason of the relationship between them
        and such Affiliates or the approval of said transactions, agreement, or payment.

    b. Other Business of the Parties to this Agreement

        The Parties to this Agreement and their respective Affiliates may have interests in
        businesses other than the Joint Venture business. The Joint Venture shall not have the
        right to the income or proceeds derived from such other business interests and, even if
        they are competitive with the partnership business, such business interests shall not be
        deemed wrongful or improper.

7. PAYMENT OF EXPENSES

    All expenses of the Joint Venture shall be paid by ________________________
    [Instruction: Insert the name of the Joint Venturer/party/company/corporation paying
    the expenses of the joint venture] and shall be reimbursed by the Joint Venture.

8. INDEMNIFICATION OF THE JOINT VENTURERS

    The Parties to this Agreement shall have no liability to the other for any loss suffered which
    arises out of any action or inaction if, in good faith, it is determined that such course of
    conduct was in the best interests of the Joint Venture and such course of conduct did not
    constitute negligence or misconduct. The Parties to this Agreement shall each be indemnified
    by the other against losses, judgments, liabilities, expenses, and amounts paid in settlement
    of any claims sustained by it in connection with the Joint Venture.

9. DISSOLUTION

    Events of the Joint Venturers



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    The Joint Venture shall be dissolved upon the happening of any of the following events:

    a.   The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal
         Bankruptcy Act, withdrawal, removal, or insolvency of either of the Parties.

    b. The sale or other disposition, not including an exchange of all, or substantially all, of the
       Joi
				
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Description: This Joint Venture Agreement is used when two or more individuals or business entities combine or collaborate on a particular project or undertaking. It specifies each party's percentage of interest in the joint venture and sets forth the parties' rights and responsibilities. Details relating to indemnification, dissolution and an dispute resolution are also included in the agreement. This document in its draft form contains many of the standard provisions commonly found in a joint venture agreement and may be customized to fit the specific needs of the contracting parties. This agreement should be used when individuals or companies collaborate to form a joint venture.
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