JOINT VENTURE AGREEMENT made this _______ day of __________, 2008. between ____________________________ (hereinafter called “_____________”) and ____________________________ (hereinafter called “_____________”) WHEREAS 1.00 RECITALS
1.01 ____________ and ______________ (hereinafter sometimes collectively referred to as the “Joint Venturers” and singularly as “Joint Venturer”) wish to enter into an exclusive joint venture agreement (the “Joint Venture”) for the purposes of _________________________; and 1.02 Each of the Joint Venturers shall have an undivided equal share and interest in the Joint Venture (“Proportionate Share”). NOW THEREFORE in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agrees as follows: 2.00 BACKGROUND
2.01 The Joint Venturers hereby form a joint venture for the purpose of carrying out all acts which are necessary or appropriate directly or indirectly to ___________________ and to engage in other such activity as may be considered by the Joint Venturers to be necessary or desirable in connection with the foregoing. 2.02 No partnership is created by this Agreement. Nothing contained in this Agreement shall or shall be deemed to constitute the Joint Venturers as partners nor as agent of the other nor any other relationship whereby either could be held liable for any act or omission of the other. Neither Joint Venturer shall have any authority to act for the other or to incur any obligation on behalf of the other or of the Joint Venture save as specifically provided by this Agreement. Each Joint Venturer covenants to indemnify the other from all claims, losses, costs, charges, fees, expenses, damages, obligations and responsibilities incurred by a Joint Venture by reason of any action or omission of the other outside the scope of the authority to specifically provided by this Agreement. 1 of 8
2.03 Except as provided in this Agreement each Joint Venturer may independently engage in any business endeavour whether or not competitive with the objects of the Joint Venture, without consulting the other Joint Venturer and without in any way being accountable to the Joint Venture. 2.04 The Joint Venture shall be carried on under the name or names as the Joint Venturers shall agree. Documentation, signage and advertising shall include “a joint development of the ________________ and _______________” or words having a similar intent. 2.05 The Joint Venturers shall be responsible for the liabilities and obligations of the Joint Venture in accordance with their respective Proportionate Share, save that any liability or obligation incurred by one Joint Venturer without the written consent of the other or as otherwise provided in this Agreement shall be the sole liability or obligation of the Joint Venturer incurring the same, without any right to contribution from or indemnity by the other Joint Venturer. 2.07 If either Joint Venturer with the consent of the other Joint Venturer becomes liable, indebted or a guarantor for moneys borrowed or other obligations incurred by the Joint Venture, the other Joint Venturer shall indemnify the first Joint Venturer to the extent of the Proportionate Share of the other Joint Venturer. 3.00 ADMINISTRATION AND OPERATIONAL SERVICES
3.01 ___________________ shall on behalf of the Joint Venture be responsible for all administrative duties (the “Administration”) for the Joint Venture including all accounting, sales, marketing, invoicing, collections, payables and banking. Such Administration shall be carried out and reported to the Joint Venture on a monthly or less frequent basis, as may be agreed upon by the Joint Venture. 4.00 ADMINISTRATION FEES AND PROFITS
4.01 A mo