Joint Venture Agreement

This Joint Venture Agreement is used when two or more individuals or business entities

combine or collaborate on a particular project or undertaking. It specifies that each

party has an equal interest in the joint venture and sets forth each party's rights and

responsibilities. Details relating to administration and operation, termination and dispute

resolution are also included in the agreement. This document in its draft form contains

many of the standard provisions commonly found in a joint venture agreement and may

be customized to fit the needs of the contracting parties. This agreement should be

used when individuals or companies collaborate to form a joint venture.

JOINT VENTURE AGREEMENT





THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this __

day of ____________, 201___, by and between ______________ [NAME OF FIRST PARTY]

of __________ [ADDRESS, COUNTY AND STATE OF PARTY 1] (hereinafter, "Party 1")

and ___________ [NAME OF PARTY 2] of ___________ [ADDRESS, COUNTY AND

STATE OF PARTY 2] (hereinafter "Party 2").



{Instruction: Joint ventures can be between parties who are all individuals, or between parties

that are all business entities, or between a combination of these.}

{Instruction: When identifying the parties, provide the full legal names of any individual-

parties, and the official business names of any business-parties.}



WHEREAS



1.00 RECITALS



1.01 ____________ [NAME OF PARTY 1] and ______________ [NAME OF

PARTY 2] (hereinafter, collectively, the “Joint Venturers” and singularly, the “Joint Venturer”)

wish to enter into an exclusive joint venture agreement (the “Joint Venture”) for the purposes of

_________________________; and

{Instruction: Describe the nature of the joint venture business.}



1.02 Each of the Joint Venturers shall have an undivided equal share and interest in the

Joint Venture (“Proportionate Share”).



NOW THEREFORE in consideration of the premises and other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties

(“Parties”) hereto hereby agrees as follows:



2.00 BACKGROUND



2.01 The Joint Venturers hereby form a joint venture for the purpose of carrying out all

acts which are necessary or appropriate directly or indirectly to cause or effect or accomplish the

goal(s) set out in clause 1.01, above, and to engage in other such activity as may be considered

by the Joint Venturers to be necessary or desirable in connection with the foregoing.



2.02 No partnership is created by this Agreement. Nothing contained in this

Agreement shall be deemed to constitute the Joint Venturers as partners nor as agents of the

other nor any other relationship whereby either could be held liable for any act or omission of the

other. Neither Joint Venturer shall have any authority to act for the other or to incur any

obligation on behalf of the other or of the Joint Venture other than as specifically provided by

this Agreement. Each Joint Venturer covenants to indemnify the other from all claims, losses,

costs, charges, fees, expenses, damages, obligations and responsibilities incurred by a Joint

Venture by reason of any action or omission of the other outside the scope of the authority that is

specifically provided by this Agreement.



2.03 Except as provided in this Agreement, each Joint Venturer may independently

engage in any business endeavor whether or not competitive with the objects of the Joint

Venture, without consulting the other Joint Venturer and without in any way being accountable

to the Joint Venture.



2.04 The Joint Venture shall be carried on under the name or names as the Joint

Venturers shall agree. Documentation, signage and advertising shall include

"_______________" or words having a similar intent.

{Instruction: This clause is optional. If Parties want to agree on a name for their venture, it

should be put here. If not, this clause may be deleted or crossed out.}



2.05 The Joint Venturers shall be responsible for the liabilities and obligations of the

Joint Venture in accordance with their respective Proportionate Share, save that any liability or

obligation incurred by one Joint Venturer without the written consent of the other or as otherwise

provided in this Agreement shall be the sole liability or obligation of the Joint Venturer incurring

the same, without any right to contribution from or indemnity by the other Joint Venturer.



2.07 If either Joint Venturer, with the consent of the other Joint Venturer, becomes

liable, indebted or a guarantor for moneys borrowed or other obligations incurred by the Joint

Venture, the other Joint Venturer shall indemnify the first Joint Venturer to the extent of the

Proportionate Share of the other Joint Venturer.



3.00 ADMINISTRATION AND OPERATIONAL SERVICES



3.01 ___________________ [NAME OF PERSON OR PARTY WHO WILL BE

ASSUMING THESE DUTIES] shall on, behalf of the Joint Venture, be responsible for all

administrative duties (the “Administrati