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STATE OF TEXAS COUNTY OF TARRANT BILL OF SALE AND JOINT OWNERSHIP AGREEMENT

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STATE OF TEXAS COUNTY OF TARRANT BILL OF SALE AND JOINT OWNERSHIP AGREEMENT Powered By Docstoc
					STATE OF TEXAS

COUNTY OF TARRANT


                                     BILL OF SALE
                                         AND
                             JOINT OWNERSHIP AGREEMENT

       THIS AGREEMENT (the Agreement) is entered into this ______ day of
________________, 20___, by and between Diamond S Corp., 6608 Bryant Irvin Rd., Fort
Worth,     Tarrant   County,    Texas(hereinafter      referred   to    as   Seller)         And
_________________________________ of _______________________________________
County, State of ___________ (hereinafter referred to as Buyers), and to which the Parties hereto
agree as follows:

       1)      Purpose: The purpose for this Agreement is to memorialize the sale of one-half
(1/2) interest in the bull named __________________________, brand number
#________________, with American Bucking Bull, Inc. (ABBI) Registration Number
#______________________ (hereinafter referred to as “Bull”) and to further set forth the joint
ownership agreement between Buyer and Seller as to each Party’s rights of possession and the
care and custody of the Bull during the term of this Agreement.

                The Parties hereby covenant and agree that it is their primary objective to have the
Bull participate in performance events and, according to the Bull’s ability, qualify and participate
in futurity, derby and/or classic events as the same may become available for the Bull’s
participation according to the Bull’s performance ability. Furthermore, it is the objective of this
agreement to participate in Events sanctioned by the Professional Bull Riders, Inc. according to
the Bull’s performance ability upon completion of competition in the futurity, derby and classic
events.

               In addition, this Agreement shall set forth the manner in which the Bull will be
sold and this Agreement terminated.

        2)     Consideration:     For and in consideration of the payment of the sum of
$____________________ (U.S. dollars) from buyer to Seller, Seller does hereby bargain, sell,
and convey an undivided one-half (1/2) interest in the Bull to the Buyer, as is, and without any
warranty or representations, expressed or implied. Buyer acknowledges and agrees that he/she
has been given the opportunity to gain sufficient knowledge and information regarding the Bull
before entering into this Agreement, that he/she is satisfied with the terms of the sale, that he/she
agrees that no partnership has been created, and that no partnership interest or any security sale
of any form has taken place. Rather, Buyers have purchased one-half (1/2) interest in the Bull
and the Buyers have agreed to all terms of possession and performance of the Bull as expressly
stated herein.

        3)      Possession: Buyer agrees that physical possession of the Bull shall remain with
Seller during the Performance Term (defined as life and expectation of performing and breeding
until death) and Seller shall use reasonable efforts to maintain the Bull in a physical condition to
encourage the Bull’s performance in competition events and other bucking events. By entering
into this Agreement, Buyer acknowledges the risk of injury and the inability or the lack of
performance ability that is inherent in any animal. Buyer acknowledges and agrees that there is

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BILL OF S ALE and JOINT OWN ERS HIP AGREEMENT                                                  Page 1
no guarantee of performance or capability of the Bull to perform either athletically or for
breeding purposes. Buyer hereby assumes the risk o f injury and inability in performance insofar
as the Bull is concerned.

        4)      Specific Rights, Powers, and Duties: Each party to this agreement shall assume
the duties set forth following his or her name and shall have the authority or power reasonably
necessary to carry out those duties. Diamond S Corp. shall provide all care, including but not
limited to feed, hay, transportation, routine vet care, training, and all necessary means for the
welfare of the bull. Buyer, __________________________ shall pay all entry fees, ½ of all
semen collection and storage fees, major vet bills, and any other expenses necessary for the well
being and continued competition for the bull. An account of all expenses and/or income shall be
kept by Diamond S Corp. and shall be sent to buyer on the last day of each month. All expenses
or income will be due payable to the appropriate party by the 15 th of each month. Buyer agrees
that Diamond S Corp. will continue to train and care for the bull, and that Diamond S Corp may
at its sole discretion and expense retain training services form another trainer or entity. It is
agreed that buyer shall not be required to devote any time or skill to the joint venture. All
collected semen will be maintained in a Diamond S Corp. account, but it is agreed that buyer and
seller shall have equal rights to equal amounts. It is further agreed that the right to have the bull
collected shall not supersede the bull’s performance campaign and shall be scheduled during a
period or time approved by Diamond S Corp.

               Buyer agrees that during the performance period of the Bull, Diamond S Corp.
shall have exclusive control and decision- making as to what events the Bull will be entered in for
the period beginning with the date of this Agreement and ending upon termination of this
agreement. At the conclusion of the Performance Term, Buyer and Seller shall attempt to
mutually agree as to where the Bull will be located and the rights of each party as to possession,
breeding, semen collection, and cloning. The Parties further agree that the bull will be collected
a reasonable amount of times and that the costs of the collection process shall be borne 50/50.
Any and all semen collected during the term of this Agreement shall be divided equally as agreed
previously in this agreement. It is further agreed that the right to have the Bull collected shall
not supersede the Bull’s performance campaign and shall be scheduled during a period or time
approved by Seller.

        5. Title to Property: Legal title to the Bull shall remain in the name of Diamond S Corp.,
as trustee for the joint venture and shall be held for the benefit of the joint venture. The
beneficial interest of each party in the property shall be as follows: Diamond S Corp., 50% and
Buyer _________________ 50%. A division of all profits, expense, and/or operating losses shall
be allocated as defined by the interest. If during the term of this joint venture, any party shall die
or become incapacitated; his or her legal heirs shall assume the deceased or incapacitated party’s
ownership interest and duties pursuant of this legal agreement.

        6.      Cloning: Buyer agrees that Seller and Buyer shall each have the independent
right to clone the Bull at each their individual expense and that any and all cloned animals shall
be the sole ownership of the Party electing to participate in and pay for the cloning. At the
conclusion of the Performance Term and in the event of the eventual sale of the Bull to a third
party, Buyer and Seller agree that any and all future cloning rights shall be retained and not sold
unless mutually agreed to, in writing, by and between Buyer and Seller. The Parties agree that
retaining the cloning rights is in their mutual interest and no cloning right may be sold to a third
party.



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BILL OF S ALE and JOINT OWN ERS HIP AGREEMENT                                                   Page 2
        7.      Agreement to Buy or Sell: At any time throughout the term of this Agreement,
and specifically at the conclusion of the Performance Term, as defined herein, either party may
present, in writing, an offer to either buy the other parties ownership interest in the Bull or sell to
the other party their portion of ownership interest. After the written offer to buy or sell is made,
the other party shall have thirty (30) days to accept the offer. In the event, for any reason, this
buy-sell procedure is rendered inoperable, either Party shall have the right to enter the Bull at a
pre-approved bucking bull auction (including any on- line sale) and sell the animal with cloning
rights reserved.

               In the event the Bull is deemed unworthy of go ing to and participating in events,
then absent a buy sell offer by either party, the bull hall be sent to auction and revenues shall be
divided equally between the parties.

        8.     Insurance: Buyers acknowledge that his ownership interest in this bull is not
currently insured. Buyer has the sole responsibility for purchasing and maintaining insurance
coverage on his ownership interest.

        9.     Dispute Resolution: Buyer and Seller agree that any dispute which might arise as
to the terms of this Agreement or any condition of performance of any of the terms of the
Agreement shall be governed by binding mediation pursuant to the laws of Texas. The Parties
further agree that jurisdiction and venue shall exist in Tarrant County, Texas, and the place of
performance shall be Tarrant County, Texas.

                 In the event of any dispute, Buyer and Seller shall each select a
representative/mediator to hear the dispute. Buyer’s representative and Seller’s representative
shall select a third mediator and the three (3) mediators sha ll set out the mediation procedure and
terms. Upon the written conclusion and findings of at least two of the three mediators, the
Parties agree to be bound by such findings and determination pursuant to the Texas Mediation
Act.

        10.    Assignability: The Parties covenant and agree that this Agreement and that no
interest or ownership of the Bull controlled by this Agreement shall not be sold or assigned
without the written consent of the other Party. Any attempt to assign or transfer any interest
shall automatically activate the provisions of Paragraph 6 regarding agreements to buy and sell.

        11.     Reliance: The Parties agree that they have read the terms of this Agreement and
relied upon their own representatives and agents of their own selection in reaching the decision
to enter into this Agreement and hereby agree to abide by its terms unless and until such terms
are modified in writing and signed by Buyer and Seller.

       SIGNED AND ENTERED into as of the year and date first above mentioned.




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BILL OF S ALE and JOINT OWN ERS HIP AGREEMENT                                                    Page 3
SELLER:

Diamond S Corp.



By: ____________________________________
DAVID SIMPSON, President




BUYER:

By: __________________________________




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Description: Joint Ownership Agreement document sample