XXX
Joint Venture Agreement
Memorandum
To: COMPANY NAME / INVESTOR(S)
From: XXX
Date: XXX
Subject: Client Joint Venture Agreement
Attached to this memorandum is our Joint Venture Agreement. Please review it carefully. Do not sign
the Agreement. We need to sign it in the presence of a Notary Public who will then notarize the
Agreement. The bank, amongst others, requires this Agreement and it sets the terms under which we
will conduct business through the Joint Venture.
XXX Inc. Corporation
Joint Venture Agreement
XXXX, All Rights Reserved Updated as of: XXX
XXX Inc. Corporation Joint Venture Agreement
This Agreement is effective as of XXX and between &
, and the XXX Inc. Corporation, referred to as “___________________ Joint Venture
Partners," under the following provisions.
The Parties agree to as follows:
1. Agreement Definitions
1.1 "Initial Capital" refers to the capital sought by COMPANY NAME from COMPANY
NAME sources
1.2 "Net Profits" means the net profits of the Joint Venture as determined by generally
accepted cash accounting principles for the time period from the commencement of
the business.
2. Organization
For and in consideration of the mutual covenants contained in this Agreement, the Joint
Venturers form, create and agree to associate themselves in a joint venture, referred to
in this Agreement as the “Venture.” Following the execution of this Agreement, the JV
Partners shall execute or cause to be executed and filed any documents and
instruments with any appropriate authorities that may be necessary or appropriate to
comply with all requirements for the formation and operation of a joint venture in the
State of XXX
________________and XXX Inc. Corporation will voluntarily associate themselves
together as XXX Inc. Joint Venture Partners for conducting the general business of
development, promotion, management, and other such related activities as may pertain
to the same. The scope of this joint venture is site specific and will be specified in detail
in the COMPANY NAME Scope of Work. The Scope of Work and/or Projects may be
expanded at any future time by the agreement of both parties.
3. Name
The activities and business of the Venture shall be conducted under the name of
“_______________________” in California and under any variations of this name that
are necessary to comply with the laws of other states within which the Venture may do
business or make investments.
4. Business Purpose
The principal place of business of the Venture shall be [insert the address of the place
of business]. Additional places of business may be located elsewhere. The Purpose of
the Joint Venture shall be for the parties to partner with regard to [insert the business
purpose of the JV].
5. Term of the Agreement. This Joint Venture shall commence on the date first above
written and shall continue in existence for a period of 17 months or until terminated,
liquidated, or dissolved by law or as hereinafter provided.
XXX. Corporation
Joint Venture Agreement
XXX. Copyright XXX, All Rights Reserved Updated as of: XXX
6. Initial Capital
6.1 COMPANY NAME will contribute initial donations toward event presentation.
6.2 Seed Capital in the sum of One Million Dollars, to be repaid in Seventeen Months in
the final amount of Two Million Dollars.
7. Income
COMPANY NAME Joint Venture incomes will come from the following sources from the
initial COMPANY NAME location:
7.1 12 Concert Series Promotion Tour Proposal
7.2 Distribution Deal with Artists
8. Capital Withdrawals
The COMPANY NAME Joint Venture Partners will establish a mutually agreed financial
institution business checking account for the COMPANY NAME VENTURE in which all
initial capital and proceeds will be deposited. No COMPANY NAME Joint Venture
Partner may withdraw any portion of the earned capital of the COMPANY NAME Joint
Venture business checking account, borrow against any asset of the COMPANY NAME
Joint Venture business checking account, or otherwise encumber any asset of the
COMPANY NAME Joint Venture business checking account without the express written
consent of the other COMPANY NAME Joint Venture Party.
9. Books of Account
9.1 At all times during the continuance of the COMPANY NAME Joint Venture, the
Partners will keep accurate books of account in which all matters relating to the
COMPANY NAME Joint Venture, including all income, expenditures, assets and
liabilities of the COMPANY NAME Joint Venture will be entered.
9.2 The COMPANY NAME Joint Venture will maintain checking or other accounts in a
bank or banks as the Partners will determine, and all funds received by the
COMPANY NAME Joint Venture will be deposited. Withdrawals will require all
Partners’ signatures.
9.3 All books of account will be kept on a Cash basis.
9.4 COMPANY NAME Joint Venture books of account will be kept accurately and will
include records of all COMPANY NAME income, expenses, assets, and liability.
Each Partner will have the right to inspect all COMPANY NAME Joint Venture books
of account.
10. Accounting
A complete accounting of the XsentreK Inc. Joint Venture affairs as of the close of
business on the last day of the Month will be provided to each XsentreK Inc. Joint
Venture Partner within ten (10) days. On the accounting being made, the Net Profits
and losses of the XXX Joint Venture will be distributed to the Partners as provided
in this Agreement or by subsequent Agreement. Except as to manifest errors brought to
the other Partner within ten (10) days after its rendition, each such accounting will be
final and conclusive as to the Partners.
11. Distribution of Profits and Losses
XXX Inc. Corporation
Joint Venture Agreement
XXX All Rights Reserved Updated as of: XXX
11.1 All Net Profits or losses that may accrue to the COMPANY NAME Joint Venture
will be distributed /shared as follows:
Client will earn 90% of Event Gross Revenues
XXX Inc. will earn 10% of Event Net Revenues.
Investors will earn % of Event Net revenue.
Charitable Organizations will earn 5% of Gross Donations as agreed under
Fiscal Sponsorship Agreement, Sponsor shall be entitled to deduct from each
separate cash award of funds received from donors an administrative fee of five
percent (5%) of the amount of such award.
11.2 It is understood that all entities are responsible for any encumbrances, taxes,
insurance, and other expenses related to the overall daily operations.
12. Time Devoted to COMPANY NAME Joint Venture
12.1 Each Party will devote his or her full time/or such time as may be necessary to carry
out the COMPANY NAME Joint Venture business, it being specifically understood
that the Parties will utilize their best efforts to be responsible for their tasks and
duties of the COMPANY NAME Joint Venture on a professional basis.
12.2 The interest in the overall good of the COMPANY NAME Joint Venture takes
precedence over Partner individual interests.
13. Management and Authority
13.1 In general, the responsibilities of the Parties will be as follows:
XsentreK Inc. Corporation, will be primarily responsible for the administration,
development (marketing, acquisition, and design), and management of the Joint
Venture. COMPANY NAME will also assist in the overall management of the
operation where and when needed.
COMPANY NAME will be primarily responsible for the management of the facility
including but limited to: Financial management, accounting, and promotion of the
COMPANY NAME Joint Venture.
13.2 Each COMPANY NAME Joint Venture Party will have an equal voice in the
management of the COMPANY NAME Joint Venture in terms of their
responsibilities. No party shall have authority to bind the COMPANY NAME Joint
Venture in making contracts and incurring obligations in the name and on the credit
of COMPANY NAME.
14. COMPANY NAME Joint Venture Salaries
Distribution of funds will be as follows:
Overhead Dispersal – General overhead and staff salaries will be dispersed
initially
Profit Base – Five Percent (5%) of all monthly profits after Overhead Dispersal
will be set aside in some appropriate financial form for future development,
growth, and emergency funds
Equity Dispersals – Joint venture parties will receive percentage dispersal from
which salaries can be rendered by each party.
15. Withdrawal of Partner
No Party may withdraw from the COMPANY NAME Joint Venture without the expressed
written consent of Investors and COMPANY NAME Corporation. Either Party may withdraw
from the COMPANY NAME Joint Venture by giving, COMPANY NAME ten (10) days’ written
XXX . Corporation
Joint Venture Agreement
XXX, All Rights Reserved Updated as of: XXX
notice of their intention to do so, COMPANY NAME may withdraw a partner if the relationship
of the parties hinders the success of the overall COMPANY NAME Joint Venture.
16. Dissolution
On COMPANY NAME dissolution of the COMPANY NAME Joint Venture other than as
provided in Sections 14 and 15 of this Agreement, the affairs of the COMPANY NAME Joint
Venture will be finalized. The assets of the COMPANY NAME Joint Venture liquidated, all
debts paid, and the surplus divided among the Parties according to the terms of the distribution
of profits and losses in the COMPANY NAME Joint Venture agreement.
17. Arbitration
Any dispute relating to the interpretation or performance of this Agreement will be resolved at
the request of either party through binding arbitration. Arbitration will be conducted in Alameda
and/or San Francisco Counties in the Sate of California in accordance with the then-existing
rules of the American Arbitration Association. Judgment upon any award by the arbitrators
may be entered by any state or federal court having jurisdiction.
18. Notice
Any and all notices between the parties provided for or permitted under this Agreement by law
will be in writing and will be deemed duly served when personally delivered to a Party, or, in
lieu of such personal service, by facsimile transmission or, when deposited in the United
States Mail, certified, postage prepaid, addressed to such Party at the address of the principal
place of business and signed copy of that notice will be filed and kept with the books of the
COMPANY NAME Joint Venture.
19. Entire Agreement
This document is the entire and only agreement of the Parties relating to their COMPANY
NAME Joint Venture, and correctly defines the rights, duties, and obligations of each to the
other in connection with (COMPANY NAME Tour) as of its commencement date. Any prior
agreements, promises, negotiations, or representations not expressly defined in this
Agreement are of no force or effect. Any modifications, additions, or alterations of this
Agreement must be in writing and signed by all Partners.
20. Governing Law and Venue
Any dispute between the Parties that is not resolved by arbitration and the enforcement of any
award will be heard by the appropriate federal and state courts of Alameda County and/or San
Francisco County, State of California.
Approval and Agreement of Parties
I Agree and Accept the scope and other conditions as listed above.
NAME Date
Chief Operation Officer
Date
XXX
Joint Venture Agreement
XXX, All Rights Reserved Updated as of XXX
Date
Chief Executive Officer
Date
Notary Public
State of XXX
County of XXX
Before me, the undersigned authority, personally appeared __________________ who after
being duly sworn acknowledged execution of the preceding instrument.
Sworn to and subscribed before me this th day of XXXX.
__________________________________
Notary Public
My commission expires: _______________
Residence is: ________________________
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