JOINT VENTURE AGREEMENT
THE PARTIES: This Joint Venture Agreement (“Agreement”) made on
______________________, 20____, is between ______________________ with a mailing
address of ______________________, City of ______________________, State of
______________________ and ______________________ with a mailing address of
______________________, City of ______________________, State of
______________________ both of whom agree as follows:
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, __________ (individually the “Party” and collectively “The Parties” to
this agreement) agree as follow:
TERMS
1. TERM OF AGREEMENT
The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties.
2. AUTHORITY TO ENTER AGREEMENT
Each Party warrants that the individuals who signed this Agreement have the actual legal
power, right and authority to make this agreement and bind each respective Party.
3. CONTRIBUTIONS
For the purpose of the Joint Venture, the parties shall an investment in the ratio of 70/30
in the business. Any operational costs are also 70/30. Payments for Amazon
operations/subscriptions also must be sent directly to me beginning of each month.
Minimum 1 year commitment and if partner fails to pay costs, I would take full
ownership and rights
4. OWNERSHIP
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The parties have agreed that the collaboration is not an insinuation of co-ownership or
right to have stakes in each other`s businesses however, they are both owners of the
product. My client has full ownership of course of the Amazon Seller Account
5. DISTRIBUTION OF PROFITS
The profit-sharing ratio will be 55/45 % respectively.
6. INTELLECTUAL PROPERTY
All designs, all logos, trademarks and any written or verbal conversations disclosing
company business practices or creative designs shall be owned by the company.
7. DUTIES OF PARTIES
My client will have sole decision making in the USA because essentially everything will
be in my client’s name here in the USA and will be solely responsible for the taxes and
other legal obligations.
8. PARTNERSHIP
The Joint Venture shall not be construed to create a partnership or any other fiduciary
obligations between the parties.
9. EXCLUSIVITY
This Agreement obligates that the parties shall not be part of another joint venture of the
same nature for 6 months.
10. CONFIDENTIALITY
Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires.
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11. NON-DISCLOSURE
The parties hereto agree, recognize and acknowledge that during the Term the Executive
shall obtain knowledge of confidential information regarding the business and affairs of
the Company. It is therefore agreed that the Executive will respect and protect the
confidentiality of all confidential information pertaining to the Company, and will not (I)
without the prior written consent of the Company, (ii) unless required in the course of the
Executive’s employment hereunder, or (iii) unless required by applicable law, rules,
regulations or court, government or regulatory authority order or decree, disclose in any
fashion such confidential information to any person (other than a person who is a director
of, or who is employed by, the Company or any subsidiary or who is engaged to render
services to the Company or any subsidiary) at any time during the Term.
12. DISPUTE RESOLUTION CLAUSE
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be resolved by mediation the results will dictate the next step.
13. TERMINATION
During the course of this agreement, the parties may terminate this Agreements if there is
illegal activity, destruction of property or any other breach.
14. NOTICES
All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of
mailing.
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15. AMENDMENT AND MODIFICATION
No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties
16. ENFORCEABILITY, SEVEABILITY AND REFORMATION
If any provisions of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that improvision this Agreement is invalid and unenforceable, but that Agreement
provision it would become valid and enforceable, then such provision shall be deemed to
be written, construed, and enforced as so limited. The intent of the Parties is to provide as
broad an indemnification as possible under Wisconsin laws. In the event that any aspect of
this Agreement is deemed unenforceable, the court is empowered to modify this
Agreement to give the broadest possible interpretation permitted under Wisconsin law.
17. FORCE MAJEURE
Neither party shall be liable for any failure to perform under this Agreement when such
failure is due to causes beyond that party’s reasonable control, including, but not limited
to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire,
storm, flood, earthquakes, accident, and prolonged shortage of energy.
18. APPLICABLE LAW
This Agreement shall be governed exclusively by the laws of Wisconsin, without regard
to conflict of law provisions
19. EXCLUSIVE VENUE AND JURISDICTION
Any lawsuits or legal proceeding arising out of or relating to this Agreement in any way
whatsoever shall be exclusively brought and litigated in the federal and state courts of
Wisconsin. Each Party expressly consents and submits to this exclusive jurisdiction and
exclusive venue. Each Party expressly waives the right to challenge this jurisdiction
and/or venue as improper or inconvenient. Each Party consents to the dismissal of any
lawsuits that they bring in any other jurisdiction or venue.
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20. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties related to the matters
specified herein, and supersedes any prior oral or written statements or agreements
between the Parties related to such matters.
21. WAIVER
No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.
IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.
Manager’s Signature __________________________ Date ________________
Print Name ____________________________
Company Name;
Signature __________________________ Date ________________
Print Name ____________________________
Company Name ____________________________
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