JOINT VENTURE AGREEMENT:

This Joint Venture Agreement (hereinafter referred to as the “Agreement”) is made on the 1st day of June, 2021

BETWEEN

[ ] of [ ], United States of America (hereinafter referred to as “Party A”);

AND

[ ] of [ ], United States of America (hereinafter referred to as “Party B”).

AND

[ ] of [ ], United States of America (hereinafter referred to as “Party C”).

And all three hereinafter jointly referred to as the “Parties”.

RECITALS

1. The Parties have conducted discussions and negotiations between themselves relating to their common business activities and goals and how to better pursue them in co-operation between them on a team basis for their mutual benefit.
2. In their deliberations and negotiations, the Parties have considered the manner in which their joint co-operation can be best manifested and have decided to form a joint venture between themselves;
3. The Parties now wish to execute a joint venture agreement between themselves to govern and regulate the relationship between and among themselves and in relation to the Business in the form of a joint venture.

For the reason recited above, and in consideration of the mutual covenants contained in this agreement, the parties agree as follows:

I. SCOPE AND DESCRIPTION

By this agreement, the parties create a joint venture to perform the obligations listed under Exhibit A, for profit. The joint venture shall be conducted under the name of [ ] within the state of California.

II. CONTRIBUTIONS

Each Party recognizes that the others are willing and able to contribute capital, labour, and services for the operation of a successful joint venture business. Each party shall make contribute to the joint venture as highlighted under Exhibit B

Contributions of money and property shall be made on or before [ date ]. Failure of either party to complete the contribution on a timely basis shall result in termination of this agreement and dissolution of the Joint Venture.

III. CONDUCT OF VENTURE

All parties shall be responsible for management of the joint venture and shall devote their time to such management. Each party shall be responsive to the policies established and agreed on by the parties. Exercise of any authority by the parties shall only be done upon mutual agreement by the parties. Unless otherwise agreed, any party binding the Joint Venture without the written consent of the other parties, shall be liable to the joint venture for any losses or liabilities incurred by his or her negligent conduct or by willful acts that are detrimental to the venture.

IV. TITLE TO PROPERTY

All legal title to property acquired by the joint venture, whether real or personal, shall be taken in the name of Party A, as trustee for the parties, and shall be held for their interest. The interest of each party in such property shall be proportionate to his or her share of the profits of the venture.

V. DIVISION OF PROFITS

The net profits earned by the joint venture, calculated at the end of each fiscal year, shall be divided among the parties as follows: Party A shall receive _________ percent (_____%), Party B shall receive _________ percent (_____%), and Party C shall receive _________ percent (_____%). No other remuneration shall be received by the parties from the joint venture. The net profits will be calculated by first deducting all operating expenses from gross income of the joint venture.

VI. APPORTIONMENT OF LOSSES

The parties shall bear any net loss sustained by the venture in any fiscal year as follows: Party A shall bear _________ percent (_____%) of such loss, Party B shall bear _________ percent (_____%) of such loss and Party C shall bear _________ percent (_____%). Any assessment against a party for a loss shall be payable to the joint venture not later than _________ days after the close of the fiscal year.

VII. RECORDS AND ACCOUNTING

Party A shall maintain or cause to be maintained a complete set of records, statements, and accounts concerning the total operation of the joint venture, in which books shall be entered, fully and accurately, each transaction pertaining to the venture. All the books will be open at all times for inspection and examination by the Parties, their representatives and/or agents.

The fiscal year of the joint venture shall commence on [ ] and close on [ ] of each year of operation. All accounting based on fiscal year figures shall be completed within _________ days after the close of the fiscal year.

VIII. ASSIGNMENTS AND TRANSFERS

Neither party shall assign or transfer his or her rights or duties in the joint venture without the express written consent of the other parties. Any transfer or assignment made without the consent of the other parties shall not relieve the transferor or assignor of his or her duties or obligations under this agreement.

IX. DISPUTE RESOLUTION

If any dispute arises between the Parties related to this Agreement is not resolved by negotiation, then the dispute shall be resolved in any manner agreed to by the Parties including mediation, arbitration and judicial proceedings.

X. TERMINATION

The death or incapacity (mental or physical) of a party shall cause the joint venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the surviving parties and the legal representative or guardian of the deceased or incapacitated party.

The involvement in any criminal activity by a party shall cause the joint venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the parties.

The institution of any bankruptcy proceedings either by a party against himself, or by a creditor against a party, shall cause the joint venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the parties.

Either party opting to exit or terminate this agreement shall cause the joint venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the parties.

Either party opting to any other party to this agreement shall cause the joint venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the parties.

Frustration of performance of the objectives of the Joint Venture shall cause the joint venture to be dissolved at the completion of that current fiscal year. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the parties.

Any court order served upon this Joint Venture directing it be dissolved, shall cause the joint venture to be dissolved. The annual net profits and proceeds from the sale of assets shall be divided pro rata between the parties unless directed otherwise by the court order.

XI. TERM

The effective date of this agreement shall be June 1^st 2021, and the agreement shall continue in effect for a period of one year at which point the parties shall review and renew this Agreement should the need arise.

XII. TERMINATION OF AGREEMENT

On termination of this agreement for any cause whatsoever, including Clause X above, the joint venture shall be wound up and dissolved at the completion of that current fiscal year.

IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year set forth below.