THIS JOINT VENTURE AGREEMENT (this "Agreement") dated
Number of Partners in the Partnership
(the "Member 1“)
(the "Member 2“)
(Member 1andMember 2collectively the "Members" and individually the "Member")
The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise
The terms and conditions of this Agreement sets out the terms and conditions governing this association.
IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties to this Agreement agree as follows:
1.1.By this Agreement the Members enter into a joint venture (the "Venture")in accordance with the laws of the Country of. The rights and obligations of the Members will be as provided under the common law or as stated in the applicable legislation of the Country ofEngland(the "Act") exept as otherwise provided in this Agreement.
1.2.The Venture is termed a contractual joint venture and will not constitute a partnership. Members will provide services to one another on an arms' length basis while remaining independent business entities. There will not be pooling of profits or losses. Each Member is responsible only for its own actions and will not be jointly or severally liable for the actions of any other Member.
2.1.The business name of the Venture will be: .
Place of Business
3.1.The principal office of the business of the Venture will be located ator such other place as the Members may from time to time designate.
6.2.No Member will withdraw any portion of their Initial Capital Contribution without the express written consent of the remaining Members.
6.3.All Members will contribute their respective Initial Capital Contributions fully and on time.
6.4.The Initial Capital Contributionbe amendedfrom time to time, according to the requirements of the Venture, by decision of theMembers (the "Additional Capital Contribution").
6.5.Any advance of money to the Venture by any Member in excess of the Initial Capital Contribution or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to a greater voting power. Such debtshave preference or priority over any other payments to Membersas may be determined by a majority of the Members.
6.6.An individual capital account (the "Capital Accounts") will be maintained for each Member and their Initial Capital Contribution will be credited to this account. Any Additional Capital Contributions made by any Member will be creadited to that Member's individual Capital Account.
6.7.No loan interest or borrowing charge will be due or payable to any Member on their agreed Initial Capital Contribution and Additional Capital Contribution (jointly the "Capital Contribution").
Compensation for Services Rendered
7.1.Membersbe compensated for services to the Ventureas from time to time may be agreed by consent ofthe Members.
Who will manage day-to-day business and sign contracts?
8.1.The Members have appointedofto act as the manager of the Venture (the "Manager").
8.2.The Managermay be appointed upon consent ofthe Members.
8.3.The Managermay be replaced upon consent ofthe Members.
8.4.The Managermay be removed upon consent ofthe Members.
8.5.The Managerwill have a primary duty to the best interest of the Venture, all Members and not directly to any specific Member.
8.6.Within the limits of the purpose of the Venture under section4.of this Agreementand the other terms of this Agreement, theManager, will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Conduct and actions of theManagerwill be dictated by policy and procedure established by the Members. Authority to bind the Venture in contract or in any third party business relation lies exclusively with theManager.
8.7.The Managers will jointly decide major issues concerning the Venture. Where the Managers are unable to reach agreement in deciding major issues, approval by avote of the Members at a regular or special meeting will be required.
8.8.Except as otherwise specified in this agreement, the duties and obligations of theManagerin relation to the Venture will include the following:
8.8.1.managing the day to day business of the Venture;
8.8.2.directing and controlling the financial, business and operational affairs of the Venture;
8.8.3.proper maintenance of books of account and financial records according to accepted accounting practices;
8.8.4.acting on all issuers over which it would have express or implied authority according to this Agreement;
8.8.5.all responsibilities attached to hiring of production and administration staff including any required labor negotiations, and all responsibilities attached to hiring of third party contractors;
9.1.Regular meetings of the Members will be held .
9.2.can call a special meeting to resolve issues that require a vote, as indicated in this Agreement, by providing all Members with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held.
9.3.All meeting will be held at a time and in a location that is reasonable and convenient for all Members.
9.4.In any vote required by the Venture, the vote cast by each Member will be
Actions Requiring Unanimous Consent
10.1.The following list of actions will require the unanimous consent of all Members:
10.1.1.Assigning cheque-signing authority;
10.1.2.Incurring single expenditures that exceedby words;
10.1.3.Hiring any employee whose total compensation package exceedsby wordsper;
10.1.4.Firing of any employee;
10.1.5.Waiving or releasing any Parthership claim;
10.2.Any loses incurred as a result of a violation of this section10.will be charged to and collected from the individual Member that acted without unanimous consent and caused the loss.
Duty od Loaylty
11.1.No Member will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Venture or that would be in direct conflict of interest to the Venture without a written consent ofremaining Member.
11.4.Failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Member and may be treated accordingly by the remaining Members.
Duty to Devote Time
12.1.Each Member will devote such time and attention to the business of the Venture asMembers will from time reasonably determine for the conduct of the Venture business.
Books of Account
13.1.Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect the Venture's transactions and will be appropriate and adequate for the business conducted by the Venture.
Banking and Venture Funds
14.1.The fluids of the Venture will be placed in such investments and banking accounts as will be designated bythe Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity.
15.1.A new member of the Venture (the "New Member") may only be admited to the Venture with avote of the existing Members.
15.2.Any New Member agrees to be bound by all the covenants, terms and conditions of this Agreement, inclusive of all current and future amendments. Further, a New Member will execute such documents as are needed to effect the admission of the New Member. Any New Member will receive such business interest in the Venture as determined by adecision of the other Members.
Withdrawal of Member
16.1.Any Member will have the right to withdraw from the Venture at any time (the "Voluntary Withdrawal"). Written notice of intention to withdraw must be served upon the remaining Members at leastprior to the withdrawal date.
16.2.The Voluntary Withdrawal of any Memberresult in the dissolution of the Ventureand will have no effect upon the continuance of the Venture's business.
16.3.The Members will only excercise the right to Voluntary Withdrawal in good faith and will act to minimise any present or future hard done to the remaining Members as a result of the Voluntary Withdrawal.
16.4.Event resulting in the involuntary withdrawal of a Member from the Venture (the "Involuntary Withdrawal") will include:
16.4.1.Death of a Member;
16.4.2.Member mental incapacity;
16.4.3.Member disability preventing reasonable participation in the Venture;
16.4.5.Breach of fiduciary duties by a Member;
16.4.6.Criminal conviction of a Member;
16.4.7.Expulsion of a Member;
16.4.8.Operation of law against a Member;
16.4.9.Any act or ommision of a Member that can reasonably be excepted to bring the business of Venture;
16.4.10.Any act or ommision of a Member that can bring reputation of the Venture into disrepute;
16.5.The Voluntary Withdrawal of any Memberresult in the dissolution of the Venture.
16.6.A trustee in bankruptcy or similar third party who may acquire Member's interest in the Venture will only acquire that Member's economic rights and interests and will not acquire any other rights of that Member or be admitted as a Member of the Venture or have the right to excercise any management or voting interests.
16.7.Where the dissociation of a Member through Voluntary Withdrawal or Involuntaty Withdrawal (the "Dissociated Member") for any reason results in the dissolution of the Venture then the Venture will proceed in a reasonable and timely manner to dissolve the Venture, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the section18.and17.of this Agreement.
16.8.The remaining Members retain the right to seek damages from a Dissociated Member where the dissociation resulted from a malicious or criminal act by the Dissociated Member or where the Dissociated Member had breached their fiduciary duty to the Venture or was in breach of this Agreement of had acted in a way that could reasonably be foreseen to bring harm or damage to the Venture or to the reputation of the Venture.
16.9.Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member.
16.10.Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the section18.of this Agreement or as otherwise may be agreed in writing.
17.1.The Venture will be dissolved upon avote of all Members.
17.2.The Venture will be dissolved and its assets liquidated in the event of any of the following:
17.2.1.where only one Member remains;
17.2.2.the Term of the Venture expires and is not extended;
17.2.3.on satisfaction of the exclusive purpose of the Venture;
17.2.4.loss or incapacity through any means of substantially all of the Venture's assets;
17.3.In the event of the dissolution of the Venture, each Member will share in any remaining assets or liabilities of the Venture(the "Dissolution Distribution").
17.4.Upon Dissolution of the Venture and liquidation of Venture property, and after payment of all selling costs and expenses, the liquidator will distribute the Venture assets to the following groups according to the following order of priority:
17.4.1.In satisfaction of liabilities to creditors except Venture obligations to current Members;
17.4.2.In satisfaction of Venture debt obligations to current Members;
17.4.3.And then to the Memebers according to the Dissolution Distribution described in clause17.3.of this Agreement.
17.5.The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Ventrure assets after liabilities or any insufficiency in Venture assets in resolving liabilities under this section will be shared by the Members according to the Dissolution Distribution described above.
Valuation of Interest
18.1.In the absence of a written agreement setting a value of the Venture will be based on the fair market value appraisal of all Venture assets (less liabilities) determined in accordance with generally accepted accounting principles (the "GAAP"). This appraisal will be conducted by an independent accounting firm agreed to byMembers. An aapraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A Dissociated Member's interest will be based on proportion of the Dissolution Distribution of such Dissociated Member, less any outstanding liabilities such Dissociated Member may have to the Venture.
18.2.The goodwill of the Venture business will be assessed at an amount to be determined by appraisal using the GAAP.
18.3.No allowance will be made for goodwill, trade name, patents, utility patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation.
19.1.Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Joint Venture property will be applied by the Membersfor the benefit and purposes of the Joint Venture and in accordance with this Agreement.
Shall be Members indemnified?
20.1.Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Member agrees to indemnify and hold harmless the other Members, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Member, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
20.2.Each Member will be indemnified and held harmless by the Venture from and against any and all claims of any nature, whatsoever, arising out if a Member's participation in Venture affairs.
20.3.Any Member will not be entitled to indemnification under this section for liability arising out of gross negligence or wilful misconduct of the Member or the breach by the Member of any provisions of this Agreement.
21.1.All notices ot other communications shall be deemed given upon personal delivery to the appropriate address, or if sent by certified or registered mail,days after the date of mailing to the following:
Individual Name: .
Individual Name: .
22.1.Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labor dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
22.2.During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimize the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
22.3.Notwithstanding the preceding, in the event such Force Majeure continues for a period ofconsecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.
Pronouns; Statutory References
23.1.All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
24.1.In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
References to this agreement
25.1.Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
26.1.All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
27.1.In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
28.1.Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things, which are reasonably necessary (including, without limitation, the delivery by Assignor of any original Trademark registration certificates and all subsequent certificates should they issue to Assignor, including all executed assignment documents relating to this Agreement to Assignee promptly after the date listed above in connection with the performance by the parties of their obligations hereunder and to carry out the intent of the parties hereto.
29.1.The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
30.1.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
31.1.This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on_____
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