JOINT VENTURE AGREEMENT

 JOINT VENTURE AGREEMENT

This Joint Venture Agreement (the “Agreement”) is made as of this ___  day of _______   20___ by and between Diesel Roofing LLC (the “First Party”), and Great Exteriors Roofing,(the “Second Party”) and collectively, the “Parties” or individually as “Party” and includes that Party’s successors and assigns.

RECITALS

A. The Parties desire to join together for the pursuit of common business goals.

B. The Parties have considered various forms of joint business enterprises for their business activities

C. The Parties desire to enter into a joint venture agreement as the most advantageous business form for their mutual purposes.

In consideration of mutual promises, Parties agree to the following terms and conditions and to be bound thereby:                                          

Commencement and duration. This agreement shall be valid from ___________until __________

(the “Initial Term”). Upon the expiration of the Initial Term, the agreement shall be automatically renewed for successive periods of _______________(insert duration) each (the “Renewal Term”), unless either Party gives written notice at least _______days prior to the expiration of the Initial or any Renewal Term.

Formation.  The joint venture formed by this Agreement (the “Joint Venture”) will conduct its business under the name________________________________________________, and will have its registered address at_____________________________________________________.

The Joint Venture shall be considered a joint venture between the Parties in all respects, and in no event shall this agreement be construed to create a partnership or any other fiduciary relationship between the Parties.

Purpose.  The agreement shall be formed for the purpose of obtaining a unified effort to sell and provide roofing services to clients in Los Angeles, California.

Contributions (select one)

☐ The Parties shall each make an initial contribution to the Joint Venture of 50% each.

 ☐Each of the Parties shall make the following contributions

Division of profits and losses. The First Party shall be entitled to ______% while the Second Party shall be entitled to _______% of the net profits of the joint venture business, and all losses occurring in the course of the joint venture business shall be borne in the same proportion, unless the losses are occasioned by the willful neglect or default, and not the mere mistake or error, of any of the Parties, in which case the loss so incurred shall be made good by the Party through whose neglect or default the losses shall arise.          

Management. The Parties may appoint any manager to represent them in the day-to-day operations of the Joint Venture with the consent of each Party member listed at the beginning of this agreement. Subsequent personnel choices will be paid out of each Parties’ respected profit split unless otherwise agreed upon.

This agreement DOES NOT entitle either Party to any ownership or managerial rights in the other Party’s business save for the purpose of giving effect to the rights and obligations stated in this agreement.

No Exclusivity.  Neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this agreement.

Termination

• Either Party may terminate this agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing.
• Otherwise than for breach or through consent, either Party may terminate this agreement upon giving the other Party no less than ________ days’ notice in writing. If a Party wishes to terminate the contract with less than ________ days’ notice, the other Party reserves the right to charge costs that they have already been paid in advance or incurred.
• Upon termination of this agreement, each Party shall promptly return all property legally belonging to the other Party.
• If this agreement either expires or is terminated, the Joint Venture shall be terminated as well, and all Parties’ obligations under this agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect, except for those obligations related to any project(s) that may be still underway at the time of termination or expiration and funds due on those projects for commissions or profit splits. Said Joint Venture obligations will continue until such time as the work on such project(s) reaches final completion.

Insurance Requirements. Each Party agrees to comply with the minimum liability standard insurance requirements of doing business in the State of California for this agreement.

Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its respective owners, members, directors, officers, employees, parents and subsidiaries of any tier, representatives, agents, successors, and assigns (“Indemnified Parties”) from and against any and all losses, costs, expenses, damages, injuries, claims, demands, obligations, liabilities, judgments, fines, penalties, interest and causes of action, including without limitation administrative and legal costs and reasonable attorney’s fees, (“Damages”) involving the following:

a) Injury or death to any person, or damage to or destruction of any property (including loss of use thereof), or any other damage or loss by whomsoever suffered resulting from or arising out of or in connection with work performed by the Joint Venture Work;

b) Any actual or alleged violation of applicable law or administrative code by either Party or its subcontractor(s) in connection with exterior work performed on Joint Venture projects.

Each Party’s indemnity obligations pursuant to this paragraph are inapplicable to any losses, costs, expenses, damages, injuries, or claims arising from the sole negligence of the other Party.

Dispute resolution. If a dispute arises under this agreement, the parties hereby agree to settle the dispute by equally paying for one of the following: (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

Intellectual property. Any intellectual property belonging to the Parties during the subsistence of this agreement is their exclusive property. The other Party may enjoy a non-exclusive, limited use license to the intellectual property at the Party’s discretion.

Confidentiality.  Any information pertaining to either Party’s business to which the other Party is exposed as a result of the relationship contemplated by this agreement shall be considered to be “Confidential Information.”  Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the affected Party.

Further Actions.  The Parties hereby agree to execute any further documents and to take any necessary actions to complete the formation of the Joint Venture.

Assignment.  Except as otherwise provided, neither Party may assign or transfer their respective rights or obligations under this agreement without prior written consent from the other Party.  Except that if the assignment or transfer is pursuant to a sale of all or substantially all of a Party’s assets, or is pursuant to a sale of a Party’s business, then no consent shall be required.  In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s assets or pursuant to a sale of the business, then written notice must be given of such transfer within __________days of such assignment or transfer.

Governing Law.  This agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, without regard to conflicts of law principles.

Additions, alterations, or modifications. Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

No waiver. Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

Counterparts.   This agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

Severability.   If any part or parts of this agreement shall be held unenforceable for any reason, the remainder of this agreement shall continue in full force and effect. If any provision of this agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

Notice.  Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

FIRST PARTY:____________________________________________________________________

SECOND PARTY: _________________________________________________________________

Headings.   The headings for the section herein are for convenience only and shall not affect the meaning of the provisions of this agreement.

Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

Entire Agreement. This agreement constitutes the entire agreement between First Party and Second Party and supersedes any prior understanding or representation of any kind preceding the date of this agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this agreement. Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  

Parties’ acknowledgments. The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

IN WITNESS WHEREOF, the Parties have executed this agreement, as set below.