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, the Agency and the NSC (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. FORMATION
Letavia Bernard-Williams is the Founder/ Owner of At Ease Family Solutions and agrees
to the joint venture with Marissa Rodriguez, certified NCS and owner of………..The
parties have indicated an interest in forming and establishing a joint venture for the
exclusive purpose of outsourcing the services of the Doula/NCS specialist on referral-
based placement for the clients in At Ease Family Solutions (the “Joint Venture”). The
Joint Venture shall do business under the name At Ease Family Solutions, and shall have
its principal office and place of business at
________________________________________ or such other place(s) as shall be
designated from time to time.
3. AUTHORITY TO ENTER AGREMENT. 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.
4. CONTRIBUTIONS
For the purpose of the Joint Venture, the parties shall not make any capital contributions
rather services contributions by partnering together and endorsing each other.
5. OWNERSHIP
The parties have agreed that the collaboration is not an insinuation of co-ownership or
right to have stakes in each other`s businesses whatsoever. The collaboration is one of
endorsing each other in this case the Agency endorses NSC.
6. DISTRIBUTION OF PROFITS
For any consulting services/packages the NSC sells via the At Ease Family Solutions, the
NSC would retain 70% of the profits made while the Agency keeps 30%.
7. DUTIES OF PARTIES
The parties will be responsible for the following duties under the Joint Venture. At Ease
Family Solutions agrees to connect with families looking for NCS, direct them to Marissa
for a consultation, agency will onboard family and assist Marissa on the vetting process
and placement. Marissa can also provide consulting services to the parents. The Agency
will receive and take the initial calls with the family to determine if they want to work
with client or address the issue. After which the agency would turn their information over
to the NSC.The NSC duty is to set up a discovery call with the client and educate them
about their options, and then sell them services based on their goals/needs.
8. NO 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.
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
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be finally and exclusively resolved by binding arbitration. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA"). The arbitration may be conducted in person, through
the submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. If for any reason, a Dispute proceeds in court rather than arbitration, the
Dispute shall be commenced or prosecuted in the state and federal courts located in
[name of county] County, [name of state], and the Parties hereby consent to, and waive
all defenses of lack of personal jurisdiction, and forum non convenient with respect to
venue and jurisdiction in such state and federal courts. Application of the United Nations
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transaction Act (UCITA) are excluded from these Terms of Use.
13. AMENDMENT/MODIFICATION. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing and signed by both parties
14. 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.
15. 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.
16. 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.
17. ATTORNEY’S FEES AND COSTS. If any legal action or other proceeding is brought
in connection with this agreement, the successful or prevailing Party, if any, shall be
entitled to recover reasonable attorney’s fees and other related costs, in addition to any
other relief to which that Party is entitled. In the event that it is the subject of dispute, the
court or trier of fact who presides over such legal action or proceeding is empowered to
determine which Party, is the prevailing one in accordance with this provision.
18. 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.
19. ENFORCEABILITY, SEVERABILITY 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 California 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 California law.
20. 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.
21. APPLICABLE LAW. This Agreement shall be governed exclusively by the laws of
California, without regard to conflict of law provisions.
22. 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 California. 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 pf any lawsuits that they bring I any
other jurisdiction or venue.
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; AT Ease Family Solutions.
NSC`S Signature __________________________ Date ________________
Print Name ____________________________
Company Name ____________________________
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