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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 the Joint Venture, as set forth herein, the Consultant shall have a ________ percent (____%) interest in the Joint Venture, with the remaining _______ percent (____%) being owned by the Company. 2.3 Additional Capital Contributions. The Consultant shall have no obligation to make any additional capital contributions to the Joint Venture. The Company shall contribute any additional capital necessary in order to fund the continuing operations of the Joint Venture. Any additional capital contributions pursuant to this Section 2.3 shall not effect either party’s percentage interest in the Joint Venture. 2.4 Registration of Capital. If required by applicable law, the Joint Venture shall register all capital contributions to the Joint Venture by the Consultant including, but not limited to, the Consultant’s initial capital contribution and the Consultant’s proportionate share of the Joint Venture’s cumulative earnings which are not distributed to the Consultant as a dividend or otherwise, within thirty days of such contribution. The parties shall execute any documents necessary to effect such registration and shall otherwise cooperate in such registration. 2.5 Distributions. Each party shall be entitled to distributions from the Joint Venture in proportion to their percentage interest therein. No less often than on an annual basis, the Joint Venture shall distribute to the parties hereto, its entire net profits which are not reinvested for the purchase of inventory or equipment (provided that any purchase of equipment must be approved by all parties hereto pursuant to the terms of Section 3.5 hereof). The Company shall guarantee that prior to the second anniversary of the date of this Agreement the Consultant shall receive minimum distributions from the Joint Venture of at least ________________ Dollars ($________), regardless of the actual net profits of the Joint Venture.. ARTICLE III OPERATIONS OF JOINT VENTURE 3.1 Consulting. The Consultant shall provide the Joint Venture with technical support and assistance in the start-up and operation of the Business and shall train the employees of the Joint Venture with respect to the start-up and operation of the
(f) merge into or with or acquire of all or a part of the business of another .3 Compensation. purchase. The Joint Venture shall reimburse the Consultant for all expenses it incurs in connection with its services to the Joint Venture under this Section 3.1 hereof. administrative. any borrowing by the Joint Venture. within thirty days of presentation to the Joint Venture of an itemized statement of such expenses. (b) provide the Joint Venture with all accounting. Except as otherwise provided in this Agreement or in any other agreement entered into pursuant to the terms hereof. the Joint Venture shall not undertake any of the following activities: (a) any transactions regarding buildings and land. (b) (c) any transaction involving the purchase of equipment or other fixed assets. (e) issue.5 Restrictions. (d) provide loans. 3. Without the written consent of both the Consultant and the Company. payroll. The services to be provided by the Consultant hereunder shall not exceed _______ man days in the Territory over the course of ___ years from the date of this Agreement. and developing the market for the Business.Business. commercial practices and market opportunities in the Territory. The Company shall (a) be responsible for advertising and promoting the Business. but not limited to. including. shall have any right to compensation or reimbursement of expenses in connection with any services provided hereunder or otherwise to the Joint Venture. and (c) advise and consult with the Joint Venture as to business customs. The Company shall provide the Joint Venture with all equipment.1 including. 3. and its services and products. or other extensions of credit other than in the ordinary course of business.2 Operations. Unless as otherwise expressly provided in this Agreement or in any other agreement entered into pursuant to the terms hereof. and office equipment. 3. but not limited to. office supplies. repurchase or redeem any interests in the profits or capital of the Joint Venture. credit and collection services necessary in connection with the Business. supplies and facilities necessary in connection with the operations of the Business. including the lease. other than the inventory and equipment to be purchased pursuant to Section 2. delivery vehicles. and its services and products.4 Management. 3. the affairs of the Joint Venture shall be managed and controlled by the Company. nor any affiliate thereof. office space. neither the Consultant nor the Company. sale and mortgage thereof. travel expenses incurred in connection with visits to the Joint Venture’s facilities by employees of the Consultant. guarantees.
Books and Records.1 Separate Accounts. consistently applied.2 Fiscal Year. At the end of each accounting period. (g) dissolve or initiate voluntary bankruptcy proceedings.2 Annual Financial Statements. No party to this Agreement is making any representation or warranty of any kind concerning the market for the Business or its products and services in the Territory or any party’s potential earnings through the operation of the Business. not later than __________ (___) days after the end of the fiscal year. at the Consultant’s request. employing standards. The assets of the Joint Venture shall not be commingled with the funds or other accounts of the Company. All assets and liabilities of the Joint Venture shall be kept separate and apart from the funds of the Consultant or the Company. The accounting period of the Joint Venture shall be the twelve month period commencing the 1st day of _________ and ending on the 31st day of _________. . ARTICLE IV ACCOUNTING 4. except as expressly provided for herein. and each party shall have the right to have such books of account audited by its representatives.person or entity. such financial statements shall be audited at the expense of the Joint Venture by ___________________ or by another firm of independent certified public accountants of good reputation. Access to the books of account of the Joint Venture shall be made available to each for the parties at all times during normal business hours. All disbursements and receipts by the Joint Venture shall be made from and into a separate checking account held by the Company in trust for the Joint Venture. procedures and forms conforming to established accounting practice in the United States. Complete books of account and records shall be kept by the Joint Venture according to generally accepted accounting principles. (i) enter into any contract with any affiliate of the Consultant or the Company. 4. all or a substantial portion of the Joint Venture’s business or assets.6 Disclaimer. A balance sheet and a statement of income and retained earnings shall be submitted by the Joint Venture to each party on an annual basis. 4. (h) transfer in any one transaction or series of transactions. 3. and (j) any material change in the business of the Joint Venture from the purposes set forth in this Agreement. mutually acceptable to the parties.
ARTICLE V CONFIDENTIALITY AND COMPETITION 5. nor permit any of its personnel to use or disclose.4. (ii) is generally distributed or made available to others by the Discloser following the date of its disclosure to Recipient without restriction as to use. the Joint Venture shall submit to each party a report summarizing operations for the preceding month. notwithstanding the foregoing. expenses. manufacturing.1 Confidential Information. accounts receivable and payable and such other data as any party may reasonably request. and their employees. the Consultant and the Company. pricing. research. ________ and _________ of each year. bearing on or related to the Joint Venture’s financial condition and/or results of operations. however. the term Confidential Information shall not include any information which (i) is rightfully known to or in the rightful possession of Recipient as of the date of its disclosure by the Discloser.5 Additional Financial Information. plans. any Confidential Information for any purpose which does not relate to the operations of the Joint Venture. (a) Recipient acknowledges that the information defined or referred to as Confidential Information above constitutes confidential and proprietary information of the Discloser. personnel.3 Quarterly Financial Statements. 4. selling and marketing activities which may be transmitted to Recipient by the other party (the “Discloser”). and. data and information as it may request from time to time. it shall treat all Confidential Information so received confidentially and shall neither use or disclose. source of supplies. ________.2 Recipient’s Use and Protection of Proprietary Information. 4.4 Monthly Financial Information. trade secrets. customers. services. production. distribution. representatives and affiliates (“Recipient”) will be given access to Confidential Information relating to the businesses and operations of the other. In connection with the Joint Venture. purchasing. or (iii) lawfully becomes known or available to the Recipient from third parties who are not under a similar agreement directly or indirectly with the Discloser regarding disclosure. "Confidential Information" shall mean information about the Business’s products. provided. in the event it receives any Confidential Information. represents and agrees that Recipient and all Recipient personnel who shall have access to any Confidential Information shall observe and . At the close of each three month period commencing _________. Promptly after the end of each calendar month. agents. in order to induce the other to execute this Agreement and perform its obligations hereunder. Recipient agrees that. Recipient warrants. 5. the Joint Venture shall submit to the parties a financial statement setting out income. business affairs. development. The Joint Venture shall provide the Consultant with such other financial reports.
Confidential Information. engage in any business which is competitive with the Business. each party agrees that the other party shall have the right to obtain such injunctive or other equitable relief. and Recipient warrants and represents that upon its receipt of Confidential Information it will adopt and will continue to effect reasonable procedures to prevent the unauthorized use or disclosure of Confidential Information by its personnel. and access to Confidential Information to such its personnel as are directly involved in the Joint Venture. 5. the Company shall not.3 Covenant Not to Compete. 6. During the term of this Agreement. (c) Notwithstanding any other provisions of this Article to the contrary.comply with all provisions of this Agreement prohibiting the use or disclosure of. directly or indirectly. Recognizing and acknowledging that any violation of this Article V may cause irreparable damage for which other remedies would be inadequate. directly or indirectly. 5. except as provided by this Agreement. (b) Insolvency or bankruptcy of the other party. The Company or the Consultant may terminate this Agreement upon giving notice to the other party. no party hereto shall. During the term of this Agreement and for a period of three years after the termination of this Agreement.4 below. Recipient shall incur no obligation hereunder with respect to any disclosure required by order of a court of competent jurisdiction or of any governmental or administrative tribunal having jurisdiction over Recipient. or otherwise applicable to. 6. and Recipient shall be responsible and liable to Discloser for any and all loss. cost or damage which the Discloser incurs as a result of any use or disclosure of Confidential Information by Recipient or by any Recipient personnel in any manner which is not expressly permitted by the provisions of this Article or otherwise authorized by the Discloser in writing. This Agreement shall continue in effect until terminated as provided for in Sections 6. .2 Termination.1 Term. upon the occurrence of any one or more of the following events: (a) Appointment of a trustee or receiver for all or any part of the assets or property of the other party. from a court of competent jurisdiction as may be necessary or appropriate to prevent any violation of this Article V. including specific performance. within the Territory. (b) Recipient shall limit use of.2. ARTICLE VI TERM AND TERMINATION 6. engage in any business which is competitive with the Business in any location outside of the Territory.3 or 6.4 Enforcement.
this Agreement shall terminate and the Consultant shall have no further interest in the Joint Venture. the Company shall have the right exercisable upon written notice to the Consultant to terminate this Agreement and purchase the Consultant’s interest in the Joint Venture. any other party may give the Breaching Party a written notice describing such breach and stating that this Agreement will terminate unless such breach is corrected as and when prescribed in this Section. 6. or to relieve any party of its obligations to comply with any of the provisions of this Agreement.(c) (d) (e) The other party makes a general assignment for the benefit of creditors. except pursuant to Section 6. ARTICLE VII GENERAL 7. this Agreement shall terminate at the end of such _______ (___) day period. In the event of any such liquidation. all assets of the Joint Venture shall be applied first to the debts and obligations of the Joint Venture (other than any debts or obligations to the Company) and then distributed to the parties hereto in proportion to their respective interests in the Joint Venture. The purchase price shall be paid in cash in U.3 Termination for Breach.1 Notices. Attachment of substantial assets of the other party. confirmed by postage prepaid registered or . Upon the payment in full of such purchase price.4 hereof. or by telex or facsimile. The purchase price for the Consultant’s interest shall be equal to (a) the Consultant’s share of the Joint Venture’s undistributed net profits as of the end of the month immediately preceding the exercise of such option plus (b) an amount determined by multiplying (i) the average monthly gross revenues of the Joint Venture. Every notice required or contemplated by this Agreement shall be given in writing and delivered by hand or sent by postage prepaid registered or certified airmail. On or after the second anniversary of this Agreement. which shall have accrued prior to the effective date of termination. In the event of a termination of this Agreement. determined over the immediately preceding ______ (___) months. by (ii) _____. If such breach is not corrected within _______ (___) days after such notice is given.4. Dollars. If any party commits a material breach of this Agreement (such party hereinafter referred to as the “Breaching Party”). or Dissolution or liquidation of the other party.4 Purchase Option. the parties shall liquidate and dissolve the Joint Venture in accordance with applicable laws. The termination of this Agreement shall not in any way operate to impair or destroy any of the rights or remedies of any party.5 Consequences of Termination.S. 6. with _______ (___) days of the date on which the Company elects to exercise the option granted by this Section 6. 6.
___________.4 Governing Law. Unless otherwise provided in this Agreement. 7. notice by registered or certified mail shall be deemed given on the date it is officially recorded as delivered by return receipt or equivalent. This Agreement shall be of no force or effect unless and until it is executed by all parties and shall be governed by and construed in accordance with the laws of the State of _________. assigned or encumbered.3 Assignment. No waiver by any party at any time of any breach of any of the terms and conditions of this Agreement shall be interpreted as a waiver of any subsequent breach. Any dispute arising under this Agreement or a refusal to perform the whole or any part hereof or an assertion that a breach or default has occurred shall be submitted to final and binding arbitration before a single arbitrator selected by the parties in accordance with the then existing rules of the ______________________. specifying such remedy (including individually or in combination money damages.certified mail. If to the Consultant: ____________________________________ ____________________________________ Attention: ___________________________ Phone:______________________________ Facsimile: ___________________________ If to the Company: ____________________________________ ____________________________________ Attention: ___________________________ Phone:______________________________ Facsimile: ___________________________ 7.2 Waiver. whether of the same or of any other terms and conditions of this Agreement. without regard to principles of conflicts of law. The arbitrator shall deliver its decision within ninety (90) days of the date of the arbitration. 7. 7. shall not be transferred. All arbitration proceedings and records shall be conducted in __________. and the rights and obligations under this Agreement. by any of the parties. and in the absence of such record of delivery it shall be presumed to have been delivered on the seventh day after it was deposited in the mail. costs and expenses (including costs of arbitration and reasonable attorneys’ fees) resulting from any breach or from defending against any . addressed to the party to whom intended at the address specified below or at such other address as the intended recipient previously shall have designated by written notice. in whole or in part. or specific performance) as shall fully implement the intent and purposes of this Agreement and indemnify nonbreaching parties for and hold them harmless from all losses. This Agreement.5 Arbitration.
If for any reason translation of this Agreement into another language may be required. 7. the arbitrator shall have no power. modification or addition to this Agreement shall be effective or binding on any party unless set forth in writing and executed by the respective party against whom enforcement of the amendment. This Agreement has been written in the English language and executed in duplicate copies. 7. authority or jurisdiction to award any remedy different than or in excess of the remedy or remedies expressly provided in this Agreement. in law or in equity.10 Accession. in cases where the remedy or remedies are expressly provided herein as the sole and exclusive remedy or remedies. Further. The English language shall be the governing language despite translation into any other language(s). The arbitrator shall have no power. 7. and the invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions of this Agreement. are hereby forever waived.8 Amendment. the parties agree that the Consultant may obtain the translation prepared by a duly sworn translator. authority or jurisdiction to award any remedy or remedies which exceed the limitations of liability expressly provided in this Agreement.7 Entire Agreement.6 Language. the parties shall cause the Joint Venture to ratify this Agreement by duly adopting a resolution in form acceptable to the parties.9 Severability. and such translation shall not be contested by the Company. Following formation of the Joint Venture. Termination of any rights and licenses shall not be awarded except in the event of a substantial breach not remediable by money damages or in the event of a pattern of breaches (even if timely cured or remediable by money damages) that have the effect of materially undermining the intent of the parties hereto. The provisions of this Agreement shall be deemed to be severable. This Agreement sets forth the entire understanding between the parties relating to the subject matter contained herein. 7. and all prior discussions and writings between the parties with respect thereto are superseded by this Agreement. the intent of the parties as expressed in this Agreement shall be controlling over any contrary presumption of law. and pursuant to which the Joint Venture shall be entitled to the benefits of this Agreement and shall be subject to the obligations of this Agreement insofar as such benefits and obligations inure to the benefit of the Joint Venture.allegations of a breach determined to be unfounded.11 Survival. each of which shall be deemed an original. and all other rights or remedies. modification or addition is sought. In resolving any dispute by arbitration. 7. The right to demand arbitration and to receive damages or specific performance as provided hereunder shall be the exclusive remedy in the event of the giving of an Arbitration Notice hereunder. Notwithstanding any termination of this Agreement for any . No amendment. 7.
upon the request of such other party. 7. 7. instruments and other payments as may be necessary to carry out this Agreement. By:_________________________________ Its:_________________________________ By:_________________________________ Its:_________________________________ STATE OF __________ :SS _____________ Before me. The Joint Venture shall fully comply with all applicable laws and regulations of the United States.cause. and acknowledged that he/she did sign the foregoing instrument and that the same is his/her free act and deed. The Joint Venture shall be exclusively responsible for compliance with this Section 7. who is the _____________ of ___________________________.13 Compliance with Laws and Ethical Business Practice.13. _____________________________ _____________________________ . This Agreement may be executed in one or more counterparts. IN WITNESS WHEREOF. acknowledge and deliver such additional documents. seizures or other governmental action resulting from the Joint Venture’s failure to comply with such laws and regulations of this Section 7. a Notary Public in and for said ________ and State personally appeared _________________.14 Counterparts. The Joint Venture agrees to maintain and comply with the highest level of ethical business practice and conduct in connection with its manufacture and marketing of the Products. take such further action and execute. at any time and from time to time after the execution of this Agreement. all of which shall be considered one and the same agreement and shall become effective when one or more counterparts shall have been signed by each of the parties hereto and delivered to the other parties hereto.12 Further Assurances. the parties hereto shall not be released from any liability which at the time of such termination has already accrued to such party or which thereafter may accrue to such party in respect of any act or omission prior to such termination. Each of the parties hereto and their legal representatives shall. fines.13 and shall indemnify and hold parties hereto harmless against any and all sanctions. the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written. 7.
a Notary Public in and for said ________ and State personally appeared _________________. ________________________________ Notary Public STATE OF __________ :SS _____________ Before me. In testimony whereof. I have hereunto subscribed my name and affixed my official seal at __________. this ____ day of _____________. ________________________________ Notary Public . who is the _____________ of ___________________________. _________. this ____ day of _____________. I have hereunto subscribed my name and affixed my official seal at __________.In testimony whereof. _________. 20____. and acknowledged that he/she did sign the foregoing instrument and that the same is his/her free act and deed. 20____.
20____. Beginning inventory and equipment to be purchased by the Joint Venture pursuant to Section 2.EXHIBIT A Exhibit A to Joint Venture Agreement by and between ___________________ and __________________.1 of the Joint Venture Agreement: . dated ______________.