THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”) by the Property Owner the Investor (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
WHEREAS the property owner owns property that is unfinished that is the subject property of this Agreement;
WHEREAS, the Investor has investment capital available for contribution to the joint venture to see to the completion of the subject property; and
WHEREAS each of the Parties desires to own interest in the subject property and the Parties have agreed
to define and set out their relationship in writing and the circumstances under which they are operating, as of the date of this Agreement.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
Term: This agreement shall be valid from the Effective date and shall run in perpetuity unless terminated by either Party.
Purpose: The purpose of the partnership is to complete construction of the property located at______________________________ (hereinafter the “Property”) with all the necessary approval for the purpose of ownership distribution between the Parties and all such other activities as may be necessary to accomplish the above-described purpose of the partnership. It is agreed that the most desirable form of business for conducting the operation is a joint venture.
Contributions: The Property Owner is to contribute the Property having an agreed value of 1. 5 M to the joint venture whereas the Investor is to contribute $1to 1 M on or before _______________date for the Joint Venture’s success.
Tax Obligations: Each Party will be 50 % liable to pay the Joint Venture taxes.
Title To Property: The Property Owner shall acquire 60% ownership interest in the property whereas the Investor shall acquire 40% ownership interest in the Property once the Property’ construction is complete.
The Parties agree that either Party may sell their share in the property once the construction of the Property is complete.
Non-assignment: Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.
Indemnification. A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.
Confidentiality: All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents and other confidential materials received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.
Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
Force Majeure: For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, and terrorist acts. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
Either Party may terminate this Agreement at any time upon giving the other Party no less than ______________ days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred
The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
Dispute resolution: Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
Court Costs and Attorneys’ Fees: In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.
Parties’ acknowledgments: The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of ______________________ and its Courts without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.
Signed by the PROPERTY OWNERSignature: Name:Date:
Signed by the INVESTORSignature: Name:Date:
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