JOINT VENTURE AGREEMENT THIS AGREEMENT (the "Agreement) is made as of the 13th day of March 2009 by and between ___________________________________________ (the "First Party") located at:____________________________________________________________________ and MJG Enterprises Inc. located at: 7925 North Oracle Rd. #A349 Tucson, AZ 85704 (the "Second Party" and collectively, the "Parties"). WHEREAS, dates and times herein mentioned shall reference United States Pacific Standard Time. WHEREAS, all parties intend to be engaged in the business of entering Various Trade Programs including but not limited to Collateralized Mortgage Obligations. WHEREAS, in consideration of the mutual covenants and premises herein contained, the Parties herein agree to this Joint Venture Agreement and are legally bound by International, Federal and State Laws and hereto, after being duly sworn, do covenant and certify as follows: NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, premises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Formation. A joint venture is hereby formed pursuant to this Agreement (the "Joint Venture"). The Joint Venture shall be considered in all respects between the Parties, and nothing in this Agreement shall be construed to create a partnership or any other fiduciary relationship between the Parties. 2. Purpose. The joint Venture shall be formed for the purpose of entering Various Trade Programs some of these Programs include but are not limited to: purchasing and selling Collateralized Mortgage Obligation(s), and Cash “Ping” Programs. 3. Contributions. The parties shall each make an initial contribution to the Joint Venture according to the following terms: First Party's Contribution: i. The First Party has deposited: ii. $____________(USD) Group “A” Transaction Date:__________ iii. $____________(USD) Group “B” Transaction Date:__________ iv. $____________(USD) Group “C” Transaction Date:__________ $____________ Total v. Second Party's Contribution: The Second Party provides First Party the ability to engage in Trading Programs with a responsible and licensed Trader. Second Party is responsible for investigating and coordinating all transactions to the best of their ability. 4. Recitals a. The funds will be transferred into a secured escrow account established by the Escrow Account Manage, into which the financial contributions shall be deposited. This account will be monitored and protected by a board certified title trustee at California Counties Title Company, which is underwritten by Chicago Title and is located at 8707 Research Drive, Irvine, California 92618. Funds for all other Trading Programs will be transferred to a Major Financial Institution or Brokerage house. 5. Distribution of Profits. Thirty Percent of all net profits resulting from the Trade Programs shall be distributed to investors as a relative percentage based on initial investment amount, and shall be held and distributed to the Parties by the Account Manager (MJG) Enterprises Inc. 6. Term. This Agreement shall remain in full force and effect, for a period of One hundred and Eighty Days from March 13, 2009 This Agreement may at any time, be terminated by mutual written consent of the Parties. Should this Agreement expire or be terminated, the Joint Venture in its entirety shall be terminated as well, and all Parties' obligations under this Agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect. 7. Confidentiality. Any information pertaining to either Party's business to which the other Party is exposed as a result of the relationship contemplated by this Agreement shall be considered to be "Confidential Information." Neither Party may disclose any Confidential Information to any person nor entity, except as required by law, without the express written consent of the affected Party. 8. Further Actions. The Parties hereby agree to execute any additional documents and to take any legal actions necessary to complete the formation of the Joint Venture. 9. Assignment. Neither Party may assign nor transfer their respective rights or obligations under this Agreement without prior written consent from the other Party. 10. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by the laws of the State of California, County of Orange, and without regard to conflicts of law principles. 11. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 12. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 13. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to First Party: __________________________________________________________________ If to Second Party: MJG Enterprises, Inc. 7925 North Oracle Rd. #A349 Tucson, AZ 85704. 14. Headings. The headings for sections herein are for convenience only and shall not affect the meaning of provisions of this Agreement. 15. Entire Agreement. This agreement constitutes the entire agreement between First Party and Second Party, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. 16. Resolution of Disputes. All disputes arising out of this Joint Venture Agreement between venture partners that are not resolved by good faith negotiations by the same shall be filed in a division of American Arbitration Association in the state of California and shall be settled by arbitration under the rules of the same. Full and complete discovery under California Code of Civil Procedure shall prevail. A set of these rules must be given to both venture partners and signed and notarized by a notary and attached to this agreement. In so agreeing, the parties expressly waive their right, if any, to a trial by jury of these claims and further agree that the award of the arbitrator shall be enforceable in any court having jurisdiction over the same. 17. Confidentiality Disclaimer. Sender is not a United States Securities Dealer or Broker, or U.S. Investment Adviser. Sender is a Consultant and makes no warranties or representations as to the Buyer, Seller or Transaction. All due diligence is the responsibility of the Buyer and the Seller. This is an unsolicited, private encoded communication of privileged, proprietary and confidential information for you only and you agree to keep it private, and is protected from disclosure under the Gramm-Leach-Bailey Act. All contents and attachments are covered by the Electronic Communication Privacy Act 18 U.S.C. 2510-2521. If you are not the intended recipient, any dissemination, distribution, or copying is expressly prohibited. 18. Current Market Conditions. Trade programs fluctuate according to current market conditions. All above mentioned examples are based on the today’s market and are subject to change. “Second Party” will inform “First Party” of market changes to the best of their ability. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. ____________________________________ ________________________________________ FIRST PARTY SECOND PARTY: MJG Enterprises Inc.
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