JOINT VENTURE AGREEMENT

 JOINT VENTURE AGREEMENT

BETWEEN

 _______________________________________________________________

(“THE 1^ST PARTY”)

AND

____________________________________________________________

(“THE 2^ND PARTY”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20…….,by the 1^st Party and the 2^nd  Party (collectively referred to as “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:

1. 1.       COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution until __________________.

• 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.

• THE PURPOSE OF THIS AGREEMENT

The purpose of this agreement is to facilitate investment by the 2^nd Party in the 1^st Party’s business. Specifically, to invest in buying appliance inventory on a transactional basis.

• CONTRIBUTIONS

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

• DIVISION OF PROFITS AND LOSSES

The 1^st Party shall be entitled to 70% while the 2^nd Party shall be entitled to 30% of the net profits of the business, and all losses occurring in the course of the 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.

• DISCLAIMERS
• entitle the 2^nd Party to any ownership rights in the 1^st Party’s business.
•  This agreement DOES NOT entitle the 2^nd Party to any managerial rights in the 1^st Party’s business save for the purpose of giving effect to the rights and obligations stated in this agreement.
• The 1^st Party MAKES NO guarantees on profits and the 2^nd Party agrees to this condition and holds the 1^st Party harmless from any resulting damages.
• A Party’s obligation will be construed as the other Party’s right and vice versa.
• NON-EXCLUSIVITY

No exclusivity is formed by virtue of this Joint Venture Agreement and neither Party shall be obligated to make offers to the other related to any business.

• INTELLECTUAL PROPERTY

Any intellectual property belonging to the 1^st Party during the subsistence of this agreement are their exclusive property.

• PROHIBITION ON TRANSFER

Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.

1. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement without limiting the Court’s jurisdiction.

1. TERMINATION

• Either Party may terminate this agreement at any time upon breach of the contract by the other Party.
• This agreement may be terminated at any time if both Parties consent to the termination in writing.
• Otherwise than for breach, or consent, either Party may terminate this agreement upon giving the other Party no less than thirty (30) days’ notices in writing. The other Party reserves the right to charge costs that have already been incurred if this provision is breached.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Parties that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, and no oral agreement shall be effective.

1. FORCE MAJEURE

For this agreement, “Force Majeure” means an event which a diligent Party could not have reasonably avoided in the circumstances, which is beyond the control of a Party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered as breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. CONFIDENTIALITY

The 2nd Party shall not disclose, directly or indirectly to any other person, any information concerning this agreement or the 1st Party, whether such information is stated to be confidential or not, without the 1st Party’s written permission.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  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.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. Notices

Any notice required by this agreement or given in connection with it, shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

1ST PARTY: ___________________________________________

___________________________________________

2ND PARTY: ___________________________________________

___________________________________________

1. COSTS

Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

1. ENTIRE AGREEMENT

This agreement contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the Parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the Parties hereto. Parties will exercise utmost good faith in this agreement.

• cOUNTERPARTS

This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

• headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

• Governing Law

This agreement shall be construed and enforced in accordance with the laws of the State of  __________.

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