This AGREEMENT is made on this ____ day of ___________ duly signed and totally
binding on all parties, mentioned hereunder:
________________________________ AND ______________________________
AND _________________________________ AND
Hereinafter, also referred to collectively as the “Parties” and individually as the “Party”.
The Parties agree to be legally bound as follows:
1. CREATION OF PARTNERSHIP
By this Agreement, the Partners enter into a general partnership (the “Partnership”) in
accordance with the law. The aim of the business will be to invest in the housing
market. The house built by the Partners shall be leased or sold as agreed by a majority
of the Partners.
The Partners will contribute equally towards the costs incurred for building the house.
This Agreement shall become effective upon execution and shall continue for one year.
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 any part for substantial reasons such
as family or health reasons.
4. PROFIT SHARING
The net profits and losses of the Partnership, for both accounting and tax purposes, will
accrue to be and borne by the Partners in proportionate shares. The profits will be
shared at the end of every month.
The books of account of the transaction of the partnership shall be kept and be
available for inspection by the partners in the place of business of the partnership at all
times. Each partner shall be required to report all transactions related to partnership
business promptly and accurately.
6. VOLUNTARY TERMINATION
By agreement of all Partners, the Partnership may be dissolved. In which event the
partners shall proceed with reasonable promptness to liquidate the business of the
partnership. The assets of the partnership business shall be preferred: payment of all
partnership to duties, taxes and fees to the State and to provide payment for liabilities,
liquidating other expenses and obligations; equalize the income accounts of the
partners; discharge the balance of the income accounts of the partners; equalize capital
accounts of the partners; and discharge the balance of the capital accounts of the
7. GENERAL PROVISIONS
7.1 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:
7.1.1 circumvent, eliminate, reduce or in any way diminish the role of another Party;
7.1.2 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;
7.1.3 compete directly or indirectly with another Party. The intent is that recipient by
receiving confidential information including customer lists, etc. from the
disclosing Party will not use of said information to compete with or circumvent
the disclosing Party.
7.1.4 Any current, past and future transaction shall not be disclosed to any third
7.1.5 Disclose any and all internal discussion, dispute to any third unrelated party.
7.2 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
7.3 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.
7.4 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.
7.5 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.
7.6 Governing Law. This Agreement shall be governed by and interpreted in
accordance with the Laws of the State of Arizona.
7.7 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
7.8 Best Effort. The Parties will use their best effort in completing the
7.9 Heading. Article and section heading contained in this Agreement are
included for convenience only and form no part of the Agreement among the
7.10 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
7.11 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.
8. OTHER PROVISIONS
8.1 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
8.2 Changes or deletion of any part of this Agreement shall have no effect unless
agreed in writing by all Parties hereto.
8.3 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.
8.4 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:
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