Joint Venture (J-V) Master Agreement - "The Ultimate" by LgVIP


More Info
									                                       [Logo Goes Here]
                                          [City, State, Zip]

                               XXXX PARTNERS – OOOO PARTNERS
                                 JOINT VENTURE AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the
Parties herein agree to constitute themselves as Strategic partners, henceforth, "Strategic partners" for the
purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being
duly sworn, do covenant, agree and certify as follows:

Joint Venture. _______________(“XXXX”) and/or its assigns and _________________(“OOOO”)
located at: ______________________________________________

_______________ (“OOOO”) is a [Description of Company Goes Here]

XXXX is a [Description of Company Goes Here]

The parties will form a special purpose limited liability company (“Joint Venture LLC”) which will
amongst other things pursue different ___________________________________________________

The membership would be 50/50 partnership between OOOO and XXXX. OOOO and XXXX will act as
co-managers of the Joint Venture LLC, with the right to take action in accordance with a pre-approved
budget and business plan. An Operating Agreement will be entered into prior to the expiration of the due
diligence and/or feasibility periods.

Capital Contribution. OOOO will contribute investment banking, processing, legal and due diligence
fees that need to be paid to _____________.

Obligations, Duties, Compensation and Financial Matters. The following are the agreed upon
obligations, duties, compensation and financial matters of the parties:
1. OOOO and XXXX will raise $000,000MM with the assistance of ______________________
   Advisors and will co-manage the investments from the fund raise.
2. OOOO and XXXX will split management fees, equity and consideration from any and all capital
   (equity/debt/mezzanine/etc.) that result in management and investment of the $000,000MM fund that
   is raised by Navigant.
3. OOOO and XXXX jointly agree to sign a 5-year NDNC, which can be set aside in part or in whole
   upon mutual signed release.
4. In the event that the parties want to terminate this agreement, a buyout price will be mutually
   determined. In the event that a mutually determined buyout price cannot be agreed upon, then 3
   different valuations will be done. The valuations will be completed by credible, industry certified and

                                                  Page 1 of 5                         Initials _____ Initials _____
    recognized valuations firms. One valuation firm will be determined by OOOO, the second valuation
    firm will be determined by XXXX, and a third valuation firm will be mutually agreed upon. The
    three values will be averaged by adding the three values together and dividing by three. This average
    of the three values will be the buyout price.

Operating Agreement. Within 15 days of signed acceptance of this joint venture OOOO will provide
XXXX with a proposed operating agreement for the Joint Venture LLC together with a timeline and use
of first phase capital contributions. As soon as reasonably practical XXXX will submit to OOOO written
suggestions for any proposed changes to the operating agreement of OOOO; such that the parties can
have a mutually approved form of operating agreement within 30 days from signed acceptance of this
joint venture. XXXX at its sole discretion may accept and or reject all or any conditions reviewed and
may withdraw from the joint venture during the due diligence period and if the parties cannot agree on the
form of the operating agreement and preliminary budgets and business plan during the 30-day period
following acceptance of this joint venture.

The operating agreement for the Joint Venture LLC will contain a “Buy/Sell” covenant which will
provide that if the parties after five years from the formation of the Joint Venture LLC, either party can
elect to sell its interest, and if not sold within 6 months of such listing, a party can elect to buy the interest
of the other member for the amount the other member would have received pursuant to the terms of the
Operating Agreement had the ownership interest been sold. In lieu of being bought out, the other partner
could elect to buy out the partner making the initial purchase offer for the amount such initially offering
partner would have received if the partner’s assets were sold at the appraised value or other agreed value.
Any such buyout would be required to close within 90 days from the date the buyout is initiated.

The parties, as they move towards a completed transaction, may mutually elect to develop a more specific
purchase/joint venture agreement, which would further clarify information, conditions, and terms
discovered during the due diligence period. This agreement would be completed and acknowledged prior
to the expiration of the due diligence period.

Books, Records, Bank Accounts, Checking. At all times during the term hereof, Joint Venture LLC
shall keep or cause to be kept, at the principal place of business of the Joint Venture LLC or at such other
place as the Joint Venture LLC may determine, books and accounting records for the business and
operations of the Joint Venture LLC. Such books shall be open to inspection by OOOO and XXXX, or
their authorized representatives, during reasonable working hours. The accounting for the Joint Venture
LLC purposes, including the determination of "net profits" and "net losses" shall be in accordance with
generally accepted accounting principles consistently applied. The Joint Venture LLC shall engage the
services of an accountant who shall be selected with the mutual approval of both parties. All funds of the

Joint Venture LLC shall be deposited in an account or accounts in the name of the Joint Venture LLC at
such bank or banks as may from time to time be selected by the Joint Venture LLC.

Upon the reasonable written request of a either OOOO or XXXX, for purposes related to the interest of
that party - and at the requesting party’s cost, delivery to the requesting Party within a reasonable period
of time requested financial information required as understood in this agreement. The Joint Venture LLC
will provide OOOO and XXXX with income statement for the initial three-month, six-month, or nine-
month period of the current fiscal year ended more than 30 days prior to the date of the request, and a
balance sheet of the Joint Venture LLC as of the end of that period will be provided. The Joint Venture
LLC shall cause an annual report to be provided to OOOO and XXXX not later than 120 days after the
close of the Joint Venture LLC s fiscal year. Such report must contain the Joint Venture LLC 's balance
sheet as of the end of the Joint Venture LLC s fiscal year and an income statement and statement of
changes in financial position for such fiscal year. The financial statements referred to shall be

                                                    Page 2 of 5                           Initials _____ Initials _____
accompanied by the report thereon, if any, of the independent accountants engaged by the Joint Venture

The Joint Venture LLC shall send or shall cause to be sent to OOOO and XXXX, within 90 days after the
end of each fiscal year a copy of the Joint Venture LLC’s complete federal, state, and local income tax or
information returns for the fiscal year.

Confidential Information. Parties may acquire from each other information of a competitively sensitive or
proprietary nature in connection with the Joint Venture, and that information is confidential and proprietary.
The Parties agree to hold such Confidential Information in strict confidence and to use and disclose the same
only for purposes of fulfilling obligation under this contract. The Parties agree that they will use reasonable
and commercially acceptable care and not allow any unauthorized person access to Confidential Information,
either before or after the termination of this Agreement, and that the Parties will take all action reasonably
necessary and satisfactory to protect the confidentiality of the Confidential Information, including enforcing
operating procedures to minimize the possibility of unauthorized use or copying of Confidential Information.
These restrictions shall not apply to (a) information generally available to the public; (b) information released
by OOOO generally without restriction; or (c) information independently developed or acquired by the
Parties without reliance on protected information of the Parties or the Parties’ clients. The Parties agree to
provide notice to each other immediately after learning of or having reason to suspect a breach of any of the
confidentiality obligations set forth in this Agreement. Notwithstanding the foregoing restrictions, the Parties
may disclose information to the extent required by an order of any court or other governmental authority, but
only after the Party subject to such order has notified the Party to be harmed by such disclosure, and given
that Party a reasonable opportunity to obtain protection for such information in connection with such

During and after the term of this Joint Venture, OOOO shall maintain the confidentiality of and shall not
furnish, release, disclose or otherwise make available to third parties, in any form whatsoever, without the
prior written consent of XXXX, any names, addresses, telephone or fax numbers, email information &
addresses, business plans, production processes, financial projections or other information, written or oral (the
Confidential Information), relating to any joint venture partners, merger/acquisition candidates, securities
dealers and market-makers, investment opportunities, or sources of capital made known to seller by

XXXX or whom OOOO learned of, directly or indirectly, from XXXX. OOOO recognizes and
acknowledges that the Confidential Information shall be considered the property of XXXX and that XXXX
has expended considerable time and expense in obtaining and developing the Confidential Information and
this information is considered a benefit assisting the seller in its procurement.

IN OOOO shall
To top