JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the “Agreement” or this “Joint Venture Agreement”),
is made and entered into as of this [DATE], by and between William C Denny of Redroom
Podcast Network 1638 Linksview Way, Stone Mountain GA 30088 and Jabori Crutchfield of
Pop Yo Ish, LLC, 1929 Candace Lane SE, Atlanta, GA 30316. Individually referred to as
“Party” and collectively “Parties”.
WHEREAS, “[PARTY 1]” is in the business of [BUSINESS DESCRIPTION], and
WHEREAS, “[PARTY 2]” is in the business of [BUSINESS DESCRIPTION], and
WHEREAS, the Parties desire to establish between them a joint venture in order to collaborate in
getting a podcast network.
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and
commitments set forth herein, the parties hereto agree as follows:
- FORMATION
The joint venture formed by this Agreement (the “Joint Venture”) will conduct its business under
the name POP YO ISH LLC, and will have its registered address at 1929 Candace Lane SE,
Atlanta. 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 Joint Venture shall be formed for the purpose of creating a podcast network. - CONTRIBUTIONS
The Parties hereto shall each make an initial contribution to the Joint Venture as follows: - William C Denny’s Contribution: Shooting and providing the set
- Jabori Crutchfield: Performing as the Host and bringing the quest and sponsor the show
creator. - DISTRIBUTION OF PROFITS
Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties. - 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. - TERM AND TERMINATION
This Agreement shall commence on the date first written above and remain in full force and
effect for an initial period of [NUMBER] years (the “Initial Term”).
Either Party shall have the right to terminate this Agreement, effective as of the end of the Initial
Term, by providing the other with written notice of termination at least thirty (30) days prior to
the end of such Initial Term. Neither Party shall have the right to terminate this Agreement at
any other time, unless such termination is mutually agreed to by the Parties hereto. The Joint
Venture shall terminate upon termination of this Agreement.
- CONFIDENTIAL INFORMATION
The parties may provide each other with confidential information and trade secrets, including
without limitation, information on their respective organization, business, finances, personnel,
services, systems, pricing, structure, proprietary products and processes, transactions and/or
business relations (collectively, the “Information”). The term “Information” shall not include (i)
information generally available to the public through no fault of the other Party, (ii) information
which the other Party already had knowledge of, or (iii) information which has become part of
the public domain through no fault of the other Party. Each Party agrees to retain in confidence at
all times and to require its employees, consultants, professional representatives and agents to
retain in confidence all information disclosed by the other Party. Each Party shall only use the
other’s information solely for the purpose of performing obligations under this Agreement, and
only disclose the Confidential Information on a need-to-know basis. Each party shall take all
necessary precautions in handling the Confidential Information of the other party and limit
disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information
to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after
first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement - FURTHER ACTIONS
The Parties shall execute any documents and take all appropriate actions as may be necessary to
give effect to the Joint Venture. - ASSIGNMENT
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. - GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
ATLANTA, without regard to conflicts of law principles. - COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall constitute
an original, and all of which, when taken together, shall constitute one instrument. - SEVERABILITY
The Parties recognize the uncertainty of the law with respect to certain provisions of this
Agreement and expressly stipulate that this Agreement will be construed in a manner that renders
its provisions valid and enforceable to the maximum extent possible under applicable law. To the
extent that any provisions of this Agreement are determined by a court of competent jurisdiction
to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified
so as to make them enforceable and the validity and enforceability of the remainder of such
provisions and of this Agreement will be unaffected. - NOTICES
All notices, requests, demands and other communications under this Agreement must be in
writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in
this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile
transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after
having been deposited in the mail, certified or registered, return receipt requested, postage
prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized
overnight courier service, addressed to a Party or their permitted assigns at the address for such
Party first written above. - HEADINGS
Paragraph headings used in this Agreement are for reference only and shall not be used or relied
upon in the interpretation of this Agreement. - ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding between the Parties,
superseding all prior contemporaneous communications, representations, agreements, and
understandings, oral or written, between the Parties with respect to the subject matter hereof.
This Agreement may not be modified in any manner except by written amendment executed by
each Party hereto.
In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed
and delivered as of the date first written above.
[PARTY 1]
[NAME], DATE
[PARTY 2]
[NAME], [TITLE] DATE
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