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Joint Venture Agreement

Joint Venture Agreement

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Published by: Legal Forms on Jan 19, 2008
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07/16/2013

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Joint Venture Agreement
THIS 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")
WHEREAS
, 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;
NOW THEREFORE
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)"
Net Profits
" and "
Net Losses
" 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
.
(d)"
Project
" means the project described as [Describe Project to be undertaken byJoint Venture].
 
- 2 -(e)"
Treasury Regulations
" means those regulations promulgated by the Departmentof the Treasury with respect to certain provision of hate Internal Revenue Code.(f)"
Venturers
" means Venturer 1 and Venturer 2, and any successor(s) as may bedesignated and admitted to the Venture.
ARTICLE 2 - FORMATION
2.1The Venturers do hereby form a joint venture pursuant to the laws of the State of [State(ie. California)] in order for the Venture to carry on the purposes for which provision ismade herein.2.2The Ventures shall execute such certificates as may be required by the laws of State of [State (ie. California)] or of any other state in order for the Venture to operate its businessand shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law.2.3The name and style under which the Venture shall be conducted is "[Name and Style of Joint Venture (ie. Sonic Boom Joint Venture)]".2.4The Venture shall maintain its principal place of business at [Address of Principal Officeof Joint Venture]. The Venture may relocate its office from time to time or have additionaloffices as the Venturers may determine.
ARTICLE 3 - PURPOSE OF THE JOINT VENTURE:
3.1The business of the Venture shall be to complete the Project in accordance with thecontract documents for the Project and all such other business incidental to the general purposes herein set forth.
ARTICLE 4 - TERM
4.1The term of the Venture shall commence as of the date hereof and shall be terminated anddissolved upon the earliest to occur of:(a)completion of the Project and receipt of all sums due the Venture in respect of theProject and payment of all workers and material suppliers employed by theVenture in connection with the Project;(b)[Fixed Specific Outside Date for Termination of Joint Venture];(c)The unanimous agreement of the Venturers; o(d)The order of a court of competent jurisdiction.
 
- 3 -
ARTICLE 5 - PERCENTAGE OF PARTICIPATION
5.1Except as expressly otherwise provided in this Agreement, the interest of the Venturers inany profits of the Venture and their respective shares in any losses and/or liabilities of theVenture (a "Percentage of Participation") shall be as follows:Venturer 1[Venturer 1 Percentage]%Venturer 2[Venturer 2 Percentage]%5.2The Venturers agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the lossesthat is equal to its Percentage of Participation.5.3If for any reason, a Venturer sustains any liabilities or is required to pay any losses arisingout of or directly connected with the construction of the Project, or the execution of anysurety bonds or indemnity agreements in connection therewith, which are in excess of itsPercentage of Participation, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation.5.4The Venturers agree to indemnify each other and to hold the other harmless from, any andall losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses thatare directly connected with or arise out of the performance of the Project and/or theexecution of any bonds or indemnity agreements in connection therewith and shall not berelate to or include any incidental, indirect or consequential losses that may be sustainedor suffered by a Venturer.5.5The Venturers shall from time to time execute such bonds and indemnity agreements,including applications there and other documents that may be necessary in connectionwith the performance of the Project. Provided however, that the liability of each of theVenturers under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Venturers under suchindemnity agreements that is equal to the Venturer's Percentage of Participation.
ARTICLE 6 - CAPITAL CONTRIBUTIONS
6.1Upon execution of this Agreement, the Venturers shall contribute the following capitaland property to the Venture and their capital accounts in the Venture shall each becredited with the appropriate value of such contribution.

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