Joint Venture Agreement
made as of [Date (ie. July 31, 2002)]
B E T W E E N:[NAME OF JOINT VENTURE PARTNER 1]
, of [Address of Joint Venture Partner 1]("Venturer 1")- and -
[NAME OF JOINT VENTURE PARTNER 2]
, of [Address of Joint Venture Partner 2]("Venturer 2")
, the Venturers are desirous of forming a joint venture (the "Venture"), under thelaws of the State of [State (ie. California)] by execution of this Agreement for the purposes setforth herein and are desirous of fixing and defining between themselves their respectiveresponsibilities, interests, obligations and liabilities in connection with the performance of theVenture;
in consideration of the recitals, the mutual covenants hereinafter set forth,and for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the Venturers hereto hereby agree as follows:
ARTICLE 1 - DEFINITIONS
1.1In this Agreement, all capitalized words and phrases shall have the following respectivemeanings unless otherwise defined herein or the context otherwise requires:(a)"
Internal Revenue Code
" means the current and applicable Internal RevenueCode.(b)"
" and "
" means the taxable income and loss respectively of the Venture, except that the book value of an asset shall be substituted for itsadjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles.(c)"
Percentage of Participation
" has the meaning given to it in Section5.1
" means the project described as [Describe Project to be undertaken byJoint Venture].