General Form of Joint Venture Agreement
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					                      General Form of Joint-Venture Agreement

        Agreement made on the (date), between (Name of Party Alpha) of (street
address, city, state, zip code), referred to herein as Alpha, and (Name of Party Beta), of
(street address, city, state, zip code), referred to herein as Beta.
       Whereas, the parties desire to conduct a business operation together; and

       Whereas, each party is willing to invest money to finance the conduct of the
operation; and

       Whereas, Alpha and Beta have agreed that the most desirable form of business
for conducting the operation is a Joint Venture;

     Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1.     Scope and Description
       By this Agreement, the parties hereby create a Joint Venture to (description of
business) for profit. The Joint Venture shall be conducted under the name of (name of
Joint Venture) from a place of business at (street address, city, state, zip code).

2.     Contributions
       Alpha is to contribute $__________________ to the Joint Venture. Beta is to
contribute personal property described as follows: (describe personal property), having
an agreed value of $__________________, and his time and skill as a (occupation) for
the duration of the Joint Venture, to insure its success. Contributions of money and
property shall be made on or before (date). Failure of either party to complete the
contribution on a timely basis shall result in termination of this Agreement.

3.       Conduct of Venture
         Beta shall be responsible for management of the Joint Venture and shall devote
all his time to such management. However, he shall be responsive to the policies
established and agreed on by both parties. Beta shall have the authority, without the
need to consult Alpha, to (describe extent of authority). Such authority may be
increased or decreased from time to time on mutual agreement of the parties. Beta shall
be liable to the Joint Venture for any losses or liabilities incurred by his negligent
conduct or by willful acts that are detrimental to the venture if he knew or should have
known that such acts would be detrimental.

4.     Title to Property
       All legal title to property acquired by the Joint Venture, whether real or personal,
shall be taken in the name of Beta, as trustee for the parties, and shall be held for their
interest. The interest of each party in such property shall be proportionate to his or her
share of the profits of the venture.

5.     Division of Profits
       The net profits earned by the Joint Venture, calculated at the end of each fiscal
year, shall be divided among the parties as follows: Alpha shall receive ______% and
Beta shall receive ______%. The parties shall receive no other remuneration from the
Joint Venture. The net profits will be calculated by first deducting all operating expenses
from gross income of the Joint Venture.

6.      Apportionment of Losses
        The parties shall bear any net loss sustained by the venture in any fiscal year as
follows: Alpha shall bear ______% of such loss, and Beta shall bear ______% of such
loss. Any assessment against a party for a loss shall be payable to the Joint Venture not
later than (number) days after the close of the fiscal year.

7.     Records and Accounting
       A.    Beta shall maintain or cause to be maintained a complete set of records,
       statements, and accounts concerning the total operation of the Joint Venture, in
       which books shall be entered, fully and accurately, each transaction pertaining to
       the Venture. All the books will be open at all times for inspection and examination
       by Alpha or his agent.

       B.     The fiscal year of the Joint Venture shall commence on (date) and close
       on (date) of each year of operation. All accounting based on fiscal year figures
       shall be completed within (number) days after the close of the fiscal year.

8.     Insurance and Surety Bonds
       A.     The Joint Venture shall obtain insurance to cover the following items and
       types of losses: (describe items and types of losses to be insured against). The
       premiums shall be recognized business expenses of the Joint Venture.

       B.     The parties shall each post bond in the amount of $____________ for the
       protection of assets, and the premiums shall be recognized business expenses
       of the Joint Venture.

9.     A
Description: A joint venture is very similar to a partnership. In fact, some States treat joint ventures the same as partnerships with regard to partnership statutes such as the Uniform Partnership Act. The main difference between a partnership and a joint venture is that a joint venture usually relates to the pursuit of a single transaction or enterprise even though this may require several years to accomplish. A partnership is generally a continuing or ongoing business or activity. Most Courts hold that joint ventures are subject to the same principles of law as partnerships. The duties owed by joint venturers to each are the same as those that partners owe to each other. For example, partners have a duty of loyalty to one another, and joint venturers would also have the same duty. If a joint venture is entered into to acquire and develop a certain tract of land, but some of the venturers secretly purchase and develop land in their own names to compete with the joint venture, the other joint venturers may be liable for damages for the breach of this duty of loyalty.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),