JOINT VENTURE PROFIT SHARING AGREEMENT
This AGREEMENT is made on this _ day of __ duly signed and totally binding on
all parties, mentioned hereunder.
And
Hereinafter, also referred to collectively as the “Parties” and individually as the “Party”.
WHEREAS:
The Parties identified herein, for the purpose of maximizing the profit potential of the parties by
contracting with the Contractor for any present, future spot transactions and/or long term contracts
or other business activities for the benefit of the Parties herein; and
The Parties agree that this Agreement shall also be binding on affiliates and related companies in the
widest meaning of this definition. The Parties agree to do nothing to circumvent or avoid their
obligations under this Agreement to save money or to avoid their obligations to the other party; and
The Parties wish to enter into an Agreement to define their respective roles and responsibilities and
thus successfully satisfy the objectives of these transactions:
NOW, THEREFORE, AGREED by the undersigned parties to this Agreement that the various
promises, covenants, warranties and undertakings set forth herein shall constitute good and valuable
consideration, the receipt and adequacy of which the Parties acknowledge by signing below. The
Parties hereto agree to work together in good faith, using their best efforts and resources as set forth
below:
- RESPONSIBILITIES
Each party will invest 10,000 into the business and MSGT will borrow another 20,000 for a 12
return to investor of 9-12%. - TERM
This Agreement shall become effective upon execution and shall continue for the length of the life
cycle of the equipment (truck) or restructuring of this deal if the parties purchase another vehicle.
This Agreement shall be binding upon the Parties, their Principals, Heirs, Successors, Assigns,
Subsidiaries, Attorneys, Agents, or any other party deriving or claiming profit in any way. This
Agreement may be terminated by either Party, by written notice, as long as all financial obligations
generated herein are completed to their fruition. All terms in the Confidentiality, Non-
Circumvention and Non-Disclosure Agreement section in this Agreement shall survive any
termination noted herein. - PROFIT SHARING
The profits and losses acquired from the business will be shared equally between the Parties.
- GENERAL PROVISIONS
4.1 Confidentiality, Non-circumvention and Non-Disclosure Agreement. All Parties
agree that all information received from any other Party shall be used for the collective
good of the transaction between the Parties and is not to be used in any way to:
4.1.1 circumvent, eliminate, reduce or in any way diminish the role of another Party;
4.1.2 capitalize on, leverage, or in any way benefit individually and separately over the another
Party from or by the use of said information outside of the spirit and purpose of this
joint venture between the Parties;
4.1.3 compete directly or indirectly with another Party. The intent is that recipient by receiving
confidential information including customer lists, e.t.c. from the disclosing Party will not
use of said information to compete with or circumvent the disclosing Party.
4.1.4 Any current, past and future transaction shall not be disclosed to any third party.
4.1.5 Disclose any and all internal discussion, dispute to any third unrelated party.
4.2 Non-Exclusive. This relationship between the Parties is non-exclusive, which means
that no Party is under any obligation to submit transaction opportunities to the other
Party in this Agreement for the procurement of financing and re-sale, or presentation to
another Buyer.
4.3 Obligation of the Parties. The Parties agree to work together to accomplish the
objectives of the transaction by performing timely, professionally and ethically and the
Parties agree to carry out their responsibilities as set forth in this Agreement. Each Party
is responsible for the cost share and tax liabilities of any other Party. It is understood,
timing is a key factor in this market place where parties are operating, therefore, each
party shall act as time is of essence.
4.4 Indemnity. Each Party shall defend, indemnify and hold the other Party and their
representatives harmless from and against any and all liabilities, losses and damages and
costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way
connected with: any breach by them of any warranty, representation, or agreement
contained in this Agreement or the performance of the Party’s duties and obligations
under this Agreement.
4.5 Liability. Each Party acknowledges that it shall be responsible for any loss, cost,
damage, claim or other charge that arises out of or is caused by the actions of that Party
or its employees or agents. No Party shall be liable for any loss, damage, claim, or other
charge that arises out of or is caused by the actions of any other Party.
4.6 Risk. The Parties acknowledge that this business has some inherent risks associated with
it such as volatility of the market. While each Party shall exercise their best reasonable
effort to mitigate such risks, it is understood that such risks exist.
4.7 Performance. If one or all of the Parties fail to perform, this Agreement is immediately
cancelled and unenforceable and becomes null and void. The non-performing party may
pay out 50% of his proceeds to the performing Party.
4.8 Governing Law. This Agreement shall be governed by and interpreted in accordance
with the Laws of the State of Texas, USA.
4.9 Disputes. In the event of disputes, the Parties agree to use their reasonable best effort
to settle all disputes amicably. However, when an impasse is reached and a dispute
cannot be otherwise settled, then, all disputes arising in connection with the present
contract shall be settled under the rules of international conciliation and arbitration at the
International Arbitration Center in USA.
4.10 Best Effort. The Parties will use their best effort in completing the transaction.
4.11 Heading. Article and section heading contained in this Agreement are included for
convenience only and form no part of the Agreement among the Parties.
4.12 Severability. If any provision of this Agreement is declared invalid by any court or
government agency, all other provisions shall remain in full force and effect.
4.13 Waivers. Waiver by any Party of any breach or failure to comply with any provision of
this Agreement by another Party shall not be construed as, or constitute, a continuing
waiver of such provision or a waiver of any other breach of or failure to comply with any
other provision of this Agreement.
- OTHER PROVISIONS
5.1 Any notices required hereof shall be in writing and delivered by Courier or email. The
Parties acknowledge and agree that such copies are legally acceptable and considered
original documents.
5.2 The force majeure clause of ICC standards is hereby incorporated into this Agreement
and neither party shall be liable for failure to perform where the clause is applicable,
except in making payment for value received or for services rendered.
5.3 Changes or deletion of any part of this Agreement shall have no effect unless agreed in
writing by all Parties hereto.
5.4 This Agreement embodies the full understanding and agreement between the Parties and
shall supersede all other understandings, verbal or written. All statements, undertakings
and representations are made without omission of any material fact, with personal,
corporate and legal responsibility.
5.5 Each signatory to this Agreement confirms and declares that he or she is empowered,
legally qualified and authorized to execute and deliver this Agreement and be bound by
its terms and conditions.
IN WITNESS WHEREOF, the parties execute the agreement as follows:
Name Signature
Name Signature
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