JOINT VENTURE AGREEMENT
This Agreement is made this _____ day of ____________, 20___, by and between __________________, (the "Consultant") and _________________________, (the "Company"). WITNESSETH THAT: WHEREAS, the Consultant possesses particular knowledge, know-how and skill with regard to the start-up and continuing operation of ______________________ (the “Business”); WHEREAS, the Company has been engaged in related businesses and wishes to expand its operations to include the Business; WHEREAS, the Consultant and the Company desire to establish a joint venture in _____________, State of ____________, (the “Territory”) to start-up and operate the Business in the Territory. NOW, THEREFORE, the parties agree as follows: ARTICLE I ORGANIZATION OF JOINT VENTURE 1.1 Organization. The Company and the Consultant shall operate the Business pursuant to the terms of this Agreement (the “Joint Venture”) The Company shall be the Managing Associate, and as such shall receive the capital of the Joint Venture and distribute the profits of the Joint Venture in accordance with the terms of this Agreement. The Company, as Managing Associate of the Joint Venture, will be liable for all debts and obligations of the Joint Venture. The Company shall indemnify and hold the Consultant harmless from any liability or claim arising out of or in connection with the operations of the Joint Venture. The Consultant shall be a Contributing Associate to the Joint Venture, and as such shall have no liability for the debts or obligations of the Joint Venture, beyond its contribution of capital specified in Section 2.1 hereof.
ARTICLE II CAPITALIZATION AND DISTRIBUTIONS 2.1 Initial Capital Contributions. Within ______ (___) days of the execution of this Agreement, each party shall contribute to the Joint Venture, as their initial capital contribution, cash in the amount set forth below:
Consultant - $_________ Company - $_________ The Joint Venture shall use the capital contributed by the Consultant and the Company to purchase the beginning inventory and equipment described on Exhibit A hereto. 2.2 Percentage Interest. In consideration for the parties capital and other contributions to