This template provides a comprehensive list of issues which business partners should consider when attempting to

formalize their relationship.

The structure proposed herein is that of a partnership. In a default partnership arrangement (one without a defined
set of rules) each individual partner is personally liable for the debts of the partnership and for the acts of the other
partners in the business of a partnership. The template hereunder aims to overrule such default by setting out a set
of rules in regards to liabilities, control of the assets during and after termination, voting, division of income, etc.

To avoid any potential problems of having a partnership, a venture should organize itself into corporation.
Companies are also useful for limiting personal liability and thus protecting personal assets which is of importance
when working other individuals and one does not want to be liable for the errors or defaults of another party. It is
best to rely on the advice of professional when deciding the type of structure to operate

Joint Venture Partnership Agreement

This Venture Agreement (the "Agreement") is made by and between [name of Partner 1] and [name of Partner 2]. This
agreement will be effective as of the date of the last signature below (the "Effective Date"). The Partners agree as
follows:

1. The Venture. The Partners establish themselves as a contractual Joint Venture (the "Venture") to be known as
[name of Venture] under the laws of [State of Jurisdiction] for the purposes of tour promotion, merchandise,
artist consultancy services and related entertainment industry activities. The Venture will commence on the
Effective Date and will continue until it is ended according to this Agreement.

Drafting note: the Joint venture can also be structured as an ‘incorporated Joint Venture’ if the venture is to be a
business in its own right. In most cases, the shareholders of the incorporated Joint Venture can be held liable only for
the amount that they invested, while a partner in a contractual Joint Venture may be held liable for any and all of the
partnership's debts and obligations.

2. Partner Services. Each Partner will contribute services to the Venture. Such contributions will include, but not be
limited to, services:

 Coordinating tours
 Providing artist consultancy services
 Selling merchandise

3. Non- Venture Activities. Each Partner is permitted to engage in one or more businesses, including other
entertainment industry efforts. Neither the Venture nor any other Partner will have any right to any income or
profit derived by a Partner from any non-Venture business activity permitted under this paragraph.

4. Name, Domain and Logo.

a. The Venture will do business under the name [name of Venture] as an assumed name and as its
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 trademark and service mark.
b. The Venture also uses a logo as a trademark and service mark:

[Insert logo]

c. The Venture also owns and uses the following domain name: [www.nameoftheVenture.com]
d. Each Partner acknowledges that the Name as well as any Domain Name and Logo they may have are:

[OPTION 1] not assets of the Venture, but rather are the sole and exclusive property of [name of person who owns the
Name, Domain Nam, and Logo] and will remain that person's sole and exclusive property during and after the term of
this Agreement. The other Partners will have no interest whatsoever in the Name, Domain Name and Logo.

[OPTION 2] for the exclusive use of the Venture and not owned by any individual partner, and, unless otherwise
authorized in writing, departing Partners will have no interest whatsoever in the Name, Domain Name and Logo. If the
Venture dissolves, no individual partner will have a right to use the Name, Domain Name and Logo without written
authorization, apart from the limited right to be known as an ex-partner of the Venture.

[OPTION 3] the exclusive property of the Venture and not owned by any individual partner, except that in the event that
[name of partner] and/or [name of partner] cease to be partners of the Venture, the Venture will cease use of the Name,
Domain Name and Logo in connection with any offering of entertainment services. Departing Partners will have no
interest whatsoever in the Name, Domain Name and Logo.

5. Warranties. Each Partner warrants that the Partner:

 is free to enter into this Agreement

 is under no restriction that will interfere with this Agreement
 has not done nor will do any act or thing that might hurt the Venture
 will refrain from activities that could prohibit the Partner from performing.

Each Partner indemnifies each other Partner from all claims that may arise from any breach of these warranties.

6. Financial Contributions
a. The initial capital of the Venture shall be the total sum specified in the Schedule 1, contributed by the
Partners in the amounts or shares set opposite their respective names in the Schedule 1. Each of the
Partners shall forthwith pay the sum to be contributed by him/her.
b. If at any time the Partners decide to increase the capital of the Venture the amounts of the increase
shall be contributed in such proportions as they may agree
c. No Partner whilst in the Venture shall withdraw any of his capital except with the written consent of all
the other Partners.

7. Profits and Losses.

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[OPTION 1] Unless agreed otherwise in writing by the Partners, the Partners will share equally in all of the Net Profits,
losses, rights, and obligations of the Venture. "Net Profits" will mean all payments that are paid to the Venture or to any
Partner as a result of Venture activities, after deducting Venture expenses (that is, agreed reasonable salaries, rent,
promotional costs, travel costs, office expenditures, telephone costs, and accounting and legal fees). The Net Profits will
be distributed in cash to the Partners.

[OPTION 2] Unless agreed otherwise in writing by the Partners, the Partners will share in all of the Net Profits and losses
of the Venture in a proportion to coincide with the proportional share of Financial Contribution of each partner as
referred to in Clause 6 and set out opposite the name of each partner in Column 3 of Schedule 1.

[OPTION 3] The Partners will share in all of the Net Profits and losses of the Venture in the proportions specified
opposite their names in Schedule 3.

8. Ownership of Assets: Assets (not including Name, Logo or Domain) will either be a property of the Venture or
the sole and exclusive property of a partner and will remain that person's sole and exclusive property during and
after the term of this Agreement. In both cases ownership is set out in Schedule 2.

9. Meetings and Voting.

a. Each Partner has the right to participate in the business of the Venture. The following decision ought to
be taken either unanimously or by majority:

Note: one of the pitfalls of general partnerships is that any partner can incur on obligations and liabilities for the
whole of the Venture, meaning each and every partner is liable for such obligation. To reduce the possibility of this
happening it is a good idea to set out (and follow) a voting system for decision taking. This does not in any way
protects individual partners from personal liability from debts of the venture but at least gives everyone a say when
taking decisions.

a. The following decision shall be taken unanimously:

i. Additional capital contributions by any Partner;
ii. Receipt of any bonus or goods or other assets of The Venture in excess of that received by any other
Partner;
iii. Incurring any major obligation such as borrowing or lending money;
iv. Selling, leasing, or transferring Venture property;
v. Amendment of this Agreement;
vi. Dissolving the Venture.

b. The following decision ought to be taken by majority:

i. Expelling a Partner (party to be expelled not entitled to a vote);
ii. Admission of a new Partner;
iii. Entering into any agreement that binds the Venture for more than one year;
iv. Any expenditure in excess of $_______.
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 v. Entering into any contract that takes less than a year to complete
vi. Check-signing rights

Drafting note: With varying percentages of earnings it may also make sense to have one or two key partners controlling
the vote or whose votes are worthier that those of other partners. Use the following to give extra-voting powers to a
particular partner:

“In matters that require a majority vote, [name partner] will be entitled to extra voting power, in the amount of ______
votes for every other Partner's single vote.”

It is important to avoid having an even number of votes to prevent an equally divided vote where nothing can be done.
Use the following clause to prevent a deadlock (if applicable).

“In the event that a majority cannot be achieved, the decision of [name of partner], will prevail.”

10. Books of Account and Records.

a. The books of the Venture and all other documents will be maintained at its principal place of business
and be available for inspection at reasonable times by any Partner.
b. The Venture will be jointly valued by partners and an accounting statement and agreed drawings will be
provided to each Partner quarterly at the end of March, June, September, and December. If no valuation
can be agreed an agreed third party will be appointed to value the Venture.
c. Unless otherwise determined by the Partners each Partner shall be entitled to draw on account of his
share of the profits for each quarterly accounting period such sums as are from time to time required to
pay:
i. any income tax assessed by reference to his/her share of the profit;
ii. his/her social security contributions; and
iii. such further sums as the Partners may from time to time determine.

11. Term and Termination of the Venture.

a. This Agreement and the Venture shall commence on the date hereof and shall continue for an initial
fixed term of one (1) year expiring on the first anniversary of this Agreement and shall continue
thereafter unless or until terminated by either party giving the other not less than (three) 3-month
notice in writing.
b. This Agreement will terminate and the Venture will end for reason other than ending of the Term, on
the first to occur of the following events:
i. the written agreement of the Partners to end the Venture, or
ii. by operation of law, except as otherwise provided in this Agreement or
iii. by a Partner leaving the Venture voluntarily (by resignation) by giving a (three) 3 month leaving
notice or involuntarily (by reason of death or disability).
c. After termination, the Partners shall be entitled to:
i. The Partner's proportionate share of the net book-value (i.e. value on the books of the Venture)

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 of all “hard assets” (i.e. tangibles assets) and Financial Contributions. The value of hard assets
and Financial Contributions shall be paid over a period of two years at the rate of 25% each six
months.
ii. There shall be not value given to any intangible assets/rights (such as goodwill, reputation or
Intellectual Property assets), reasons being such intangible assets/rights may be impossible to
value and the value of the Venture may be different after the departure of a partner or the
ending of the Venture.
d. The Partners’ share of any future income will be paid when actually received and after subtracting a
proportionate deduction of expenses.

12. Distribution of Assets after Termination.

a. Income and Debts. After termination of the Venture, any income that is owed to the Venture will be
collected and used first to pay off debts to people outside the Venture (creditors), and any remaining
money will be used to pay debts (loans in excess of Financial Contributions) to Partners. If money
remains after paying off these debts to Partners, it will be distributed equally to the Partners.
b. Property. Any property owned or controlled by the Venture will not be sold but will be evaluated, by an
accountant if necessary. The property will then be distributed as nearly as possible, in equal shares
among the Partners.
c. Royalties and Future Income. If, at the time of termination, the Venture is entitled to royalties or owns
property that is generating income or royalties, the Venture will vote to either establish an
administrative trust or designate an individual (for example, an accountant) to collect and distribute the
royalties on an ongoing basis to the Partners according to their respective interests.

13. Mediation; Arbitration.

a. If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the
help of a mutually agreed-on mediator: [name of agreed on mediator].
b. Any costs and fees other than legal fees will be shared equally by the parties.
c. If it is impossible to arrive at a mutually satisfactory solution within a reasonable time, the parties agree
to submit the dispute to binding arbitration in the same city or region, conducted on a confidential basis
by a single appointed arbitrator.
d. Any decision or award as a result of any arbitration proceeding will include the assessment of costs,
expenses, and reasonable attorney's fees and a written determination by the arbitrators. Absent an
agreement to the contrary, any such arbitration will be conducted by an arbitrator experienced in music
industry law. An award of arbitration is final and binding on the Partners and may be confirmed in a
court of competent jurisdiction. The prevailing party has the right to collect from the other party its
reasonable costs and attorney fees incurred in enforcing this agreement.

14. General.
a. This Agreement may not be amended except in a writing signed by all Partners.
b. If a court finds any provision of this Agreement invalid or unenforceable as applied to any circumstance,
the remainder of this Agreement will be interpreted to best carry out the intent of the parties.
c. This Agreement is governed by the laws and in the courts of [State of Jurisdiction] and by the laws of the
United States. Any dispute or legal proceeding regarding this Agreement shall take place in the county of
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 [county within the State] in the State of [State of Jurisdiction].
d. The provisions of this Agreement are binding on the successors and assignees of the Partners. In the
event of any dispute arising from or related to this Agreement, the prevailing party is entitled to legal
fees including arbitration fees.

MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT AND HAVE BEEN ADVISED
OF MY RIGHT TO SEEK INDEPENDENT LEGAL REPRESENTATION REGARDING THIS AGREEMENT.

[name of Partner 1] of address: [address of Partner 1]

Signature ___________________________________________
Date: _____________ Date of Birth: ____________________

[name of Partner 2] of address: [address of Partner 2]

Signature ___________________________________________
Date: _____________ Date of Birth: ____________________

Schedule 1 – Financial Contributions (see clause 6)

Name of the Partner Amount of the Proportional Share of

Contribution the Contribution
$ %

Schedule 2 – Ownership of the Assets (see clause 8)

Details of the Asset Name of sole and exclusive owner(s) of the Tick if property
Asset of the Venture

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 Schedule 3 – Proportional share in all of the Net Profits and losses of the Venture (See clause 7)

Name of the Partner Proportional Share

%

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