Joint Venture Agreement

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									Joint Venture Agreement
This Joint Venture Agreement is used when two or more individuals or business entities
combine or collaborate on a particular project or undertaking. Customize the information
of the parties, the goal of the collaboration, each party’s obligations, the percentage of
profits and losses allocated to each party, and more. Simply enter your information in
the yellow highlighted fields, delete the bolded instructions, and you will have a
customized agreement that will protect both parties’ interests.
                     ____________________ [Instructions: Insert Party 1’s name]
                    ____________________ [Instructions: Insert Party 1’s address]
                    ____________________ [Instructions: Insert Party 1’s address]

____________________ [Instructions: Insert the date]

____________________ [Instructions: Insert Party 2’s name]
____________________ [Instructions: Insert Party 2’s address]
____________________ [Instructions: Insert Party 2’s address]

       RE:          Joint Venture Agreement

Dear ____________________, [Instructions: Insert Party 2’s name]

This letter sets forth the mutual understanding of _________________ [Instructions: Insert
Party 1’s name] (henceforth “us” or “we”) and _________________ [Instructions: Insert
Party 2’s name] (henceforth “you”) with regards to the establishment of a strategic partnership
and cooperative framework such that as a result of such cooperation each party can derive
mutual benefit, mutual growth and mutual synergies.


We and you shall cooperate with each in the following manner to accomplish
___________________ [Instructions: Insert the goal that the parties are seeking to achieve
by cooperating] (the “Cooperative Objective”).

        a.      In order to achieve the Cooperative Objective, we shall have the following
specific obligations, roles and responsibilities:

               i.         ______________________ [Instructions: Insert Party 1 obligation]

              ii.         ______________________ [Instructions: Insert Party 1 obligation]

             iii.         ______________________ [Instructions: Insert Party 1 obligation]

             iv.          ______________________ [Instructions: Insert Party 1 obligation]

        b.      In order to achieve the Cooperative Objective, you shall have the following
specific obligations, roles and responsibilities:

               i.         ______________________ [Instructions: Insert Party 2 obligation]

              ii.         ______________________ [Instructions: Insert Party 2 obligation]

             iii.         ______________________ [Instructions: Insert Party 2 obligation]

© Copyright 2015 Docstoc Inc.                                                         2
            iv.        ______________________ [Instructions: Insert Party 2 obligation]


        a.      All right, title and interest in and to any and all intellectual property, including,
without limitation, copyrights, trademarks and patents relating to the Cooperative Objective,
shall be jointly owned by the parties.

        b.      All right, title and interest in and to any and all intellectual property, including,
without limitation, copyrights, trademarks and patents, owned or developed by either party
before the date of this letter, or not specifically relating to the Cooperative Objective, shall
remain with the respective party. Notwithstanding the foregoing, each party shall grant the other
party a royalty-free, non-exclusive and non-assignable license to make use of any such
intellectual property, materials, and data and/or other information and devices or processes which
is reasonably relevant in the context of this letter and the Cooperative Objective. Said licenses
do not grant the parties the right to reproduce, copy, alter, or reverse engineer such intellectual


We and you shall bear Cooperative Objective costs and share Cooperative profits as follows:

Party                                              Percent of Profits/Losses
___________ [Instructions: Insert Party 1’s        ___% [Instructions: Insert percentage]
___________ [Instruction: Insert Party 2’s         ___% [Instructions: Insert percentage]

Whichever party incurs the cost or receives the profit of the Cooperative Objective shall
promptly invoice or account to the other party for their respective portion.


As used herein, “Confidential Information” shall mean any and all technical and non-technical
information, including patent, copyright, trade secret and proprietary information, techniques,
sketches, drawings, models, inventions, “know-how”, processes, apparatus, equipment,
algorithms, software programs, source code, object code, formulas and documentation related to
the current, future and proposed products and services of a party hereto, and includes without
limitation such party’s information concerning its respective research, experimental work,
development, design details and specifications, engineering, financial information, procurement
requirements, purchasing, manufacturing, customer lists, advertiser lists, business forecasts,
sales, merchandising, marketing plans and other business information and any other proprietary
and trade secret information of a party hereto, whether in oral, graphic, written, electronic or
machine-readable form. “Confidential Information” also includes proprietary or confidential
information of any third party that may disclose such information to a party hereto in the course
of such party’s business. Each party agrees to hold all Confidential Information of the other

© Copyright 2015 Docstoc Inc.                                                              3
party in strict confidence and shall not, without the express prior written permission of the
disclosing party: (a) disclose such Confidential Information to third parties; or (b) use such
Confidential Information for any purposes whatsoever, other than the exercise of its rights or
performance of its obligations hereunder. Each party shall disclose the other party’s Confidential
Information only to those of its employees and agents who have a need to know such
Confidential Information in order to exercise such receiving party’s rights or perform such
receiving party’s obligations pursuant to this Agreement. Each party shall use reasonable efforts
to assist the other party in identifying and preventing any unauthorized use or disclosure of any
Confidential Information. Without limiting the foregoing, each party shall immediately advise
the other party in the event that it learns or has reason to believe that any person who has had
access to the Confidential Information of such party has violated or intends to violate the terms
of this Agreement, and shall cooperate in seeking injunctive relief against any such person.
Nothing contained herein shall be construed as obligating either party to disclose its Confidential
Information to the other party, or as granting to or conferring on either party, whether expressly
or by implication, any ownership interest in or any right or license to any Confidential
Information of the other party. This paragraph shall survive termination or expiration of this
letter for a period of ___________ (___) [Instructions: Insert the number of years after this
agreement that parties will be required to keep such information confidential] years.


This letter constitutes the entire agreement between the parties hereto with respect to the specific
subject matter hereof and supersedes all prior agreements or understandings of any kind with
respect to the specific subject matter hereof. In the event that any provision or part of this letter
shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or
parts shall be and remain in full force and effect. Any and all additions, deletions, or
modifications to this letter must be in writing and signed by the parties or it shall have no effect
and shall be void. The waiver by either party of a breach or violation of any provision of this
letter shall not constitute a waiver of any subsequent or other breach or violation. This letter is
binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns
of the parties hereto. Notwithstanding the foregoing, neither party may assign or transfer its
rights or delegate its obligations under this letter without the other party’s prior written consent,
which consent will not be unreasonably withheld. This letter shall be governed in accordance
with the laws of the State of _______________ [Instructions: Insert the state’s laws that will
govern this agreement] applicable to agreements to be wholly performed therein, without
giving effect to its laws governing conflict of laws.

If the foregoing terms and conditions accurately reflect your understanding our agreement,
please indicate as much by signing this letter of agreement and returning it us at your earliest
possible convenience.

                                                      Very truly yours,


© Copyright 2015 Docstoc Inc.                                                              4
                                                  ___________ [Instructions: Insert name]
                                                  ___________ [Instructions: Insert title]


__________________ [Instructions: Insert name]
__________________ [Instructions: Insert title]

© Copyright 2015 Docstoc Inc.                                                      5

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