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JOINT VENTURE AGREEMENT
This JOINT VENTURE AGREEMENT ("Agreement")
is made on ________________, 20_____ between ________________________
and ________________________________.
RECITALS
The Joint Venturers have agreed
to make contributions to a common fund for the purpose of acquiring
and holding: _________________________________________________________
___________________________________ called the business interest.
The Joint Venturers consider it
advisable to acquire and to hold their business interest through
a nominee so as to avoid the necessity of numerous separate
agreements, to maintain the legal title to the business interest
in a simple and practicable form, and to facilitate the collection
and distribution of the profits accruing under the business
interest, and has agreed to act as nominee of the Joint Venturers
with the understanding that he is also acquiring a participating
interest in this joint venture on his own account,
It is therefore agreed:
1. Purpose. The Joint Venturers
form this joint venture to acquire and hold the business interest
in common and to provide the finances required for its acquisition.
To the extent set forth in this Agreement, each of the Joint
Venturers shall own an undivided fractional part in the business.
The Joint Venturers appoint as their agent _____________________________________,
whose duty it shall be to hold each of the undivided fractional
parts in the business interest for the benefit of, and as agent
for, the respective Joint Venturers.
2. Contributions. The Agent acknowledges
that he has received from each of the Joint Venturers, for the
purpose of this joint venture, the sum set after the name of
each Joint Venturer as follows:
Name of Joint Venturer |
Contribution |
| |
|
| |
|
| |
|
3. Acquisition of Business Interest.
The Agent is authorized to acquire and to hold in his own name,
but on behalf of the Joint Venturers (of which the Agent is
one), the business interest, and to pay $______________ for
it as follows: $______________ in cash, and the balance of $______________
by a note in that amount. The note shall bear interest at the
rate of ______%, shall be due and payable on ___________________
[due date], with prepayment privileges, and shall be secured
by ____________________________________________ which the Agent
is authorized to execute and deliver.
4. Profits. The Agent shall hold
and distribute the business interest and shall receive the net
profits as they accrue for the term of this Agreement or so
long as the Joint Venturers are the owners in common of the
business interest, for the benefit of the Joint Venturers as
follows:
Name of Joint Venturer |
Proportion |
| |
|
| |
|
| |
|
5. Expenses of Venture. All losses
and disbursements incurred by the Agent in acquiring, holding
and protecting the business interest and the net profits shall,
during the period of the venture, be paid by the Joint Venturers,
on demand of the Agent, in the ratio which the contribution
of each Joint Venturer bears to the total contributions set
forth in Paragraph 2.
6. Liability of Agent. The Agent
shall be liable only for his own willful misfeasance and bad
faith, and no one who is not a party to this Agreement shall
have any rights whatsoever under this Agreement against the
Agent for any action taken or not taken by him.
7. Term. This Agreement shall terminate
and the obligations of the Agent shall be deemed completed on
the happening of either of the following events: (a) the receipt
and distribution by the Agent of the final net profits accruing
under the business interest; or (b) termination by mutual assent
of all joint ventures.
8. Compensation of Agent. Unless
otherwise agreed to in the future by a majority in interest
of the Joint Venturers, the Agent shall not receive any compensation
for services rendered by him under this Agreement.
9. Arbitration and Attorneys Fees.The
Joint Venturers agree that any dispute, claim, or controversy
concerning this Agreement or the termination of this Agreement,
or any dispute, claim or controversy arising out of or relating
to any interpretation, construction, performance or breach of
this Agreement, shall be settled by arbitration to be held in
_______________________ [City], _______________________ [State]
in accordance with the rules then in effect of the American
Arbitration Association. The arbitrator may grant injunctions
or other relief in such dispute or controversy. The decision
of the arbitrator shall be final, conclusive and binding on
the parties to the arbitration. Judgment may be entered on the
arbitrator’s decision in any court having jurisdiction.
The Joint Venturers will pay the costs and expenses of such
arbitration in such proportions as the arbitrator shall decide,
and each Joint Venturer shall separately pay its own counsel
fees and expenses.
10. Governing Law; Consent to Personal
Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF
THE STATE OF _____________________ WITHOUT REGARD FOR CONFLICTS
OF LAWS PRINCIPLES. EACH JOINT VENTURER HEREBY EXPRESSLY CONSENTS
TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS
LOCATED IN THE STATE OF _____________________ FOR ANY LAWSUIT
FILED THERE AGAINST ANY PARTY TO THIS AGREEMENT BY ANY OTHER
PARTY TO THIS AGREEMENT CONCERNING THE JOINT VENTURE OR ANY
MATTER ARISING FROM OR RELATING TO THIS AGREEMENT.
In witness whereof the Agent and
the Joint Venturers have signed and sealed this Agreement.
______________________________
Date: ______________
______________________________
Date: ______________
______________________________
Date: ______________
