JOINT VENTURE AGREEMENT 
I. THE PARTIES. This Joint Venture Agreement (“Agreement”) dated on  __________________, 20____ (“Effective Date”) is between: 
Party A: __________________, with a mailing address of  
____________________________________, (“Party A”), and 
Party B: __________________, with a mailing address of  
____________________________________, (“Party B”). 
Party A and Party B are each referred to herein as a “Party” and, collectively, as the "Parties." 
II. JOINT VENTURE. The Parties agree to a mutually benefiting relationship for the  purpose of: 
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 
Hereinafter known as the “Joint Venture.” 
III. PARTNERS’ DUTIES. Each Party agrees to bear the responsibility of the following  duties during the Term of the Joint Venture: 
Party A: ____________________________________ 
Party B: ____________________________________ 
IV. OWNERSHIP. Ownership of the Joint Venture shall be the following: Party A: ____% 
Party B: ____% 
Hereinafter known as the “Ownership.” 
V. V. PROFIT DISTRIBUTION. Profits of the Joint Venture shall be distributed: (check one) ☐ - In accordance with Ownership. 
☐ - In accordance with the following: 
Party A: ____% 
Party B: ____% 
Profits shall be defined as gross revenues less expenses and other contractual liabilities. VI. NON-COMPETE. Each Party shall be: (check one) 
☐ - RESTRICTED from participating in similar business activities as the Joint  Venture. 
☐ - NOT RESTRICTED to withhold from participating in similar business  activities as the Joint Venture.
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VII. CONTRIBUTIONS. Each Party agrees to contribute the following for the success of the  Joint Venture: 
Party A: (check applicable)  
☐ - Cash: $______ 
☐ - Other: ____________________________________ 
Party B: (check applicable)  
☐ - Cash: $______ 
☐ - Other: ____________________________________ 
Hereinafter known as the “Contributions." 
VIII. TERMINATION. This Agreement shall terminate in any of the following: (check  applicable) 
☐ - On the end date of __________________, 20____. 
☐ - At any time with ____ days’ notice. 
☐ - Other: ____________________________________ 
Hereinafter known as the “Term.” 
IX. GOVERNING LAW. This Agreement shall be governed by and construed in accordance  with the laws located in the State of __________________ (“Governing Law”). 
X. DISPUTES. The Partners agree to resolve any dispute arising out of this Agreement  through polite interactions and negotiations. If any dispute cannot be resolved by  negotiation within ninety (90) days, the Partners involved shall enter mediation in  accordance with the rules under Governing Law.  
If said mediation is not successful in resolving the dispute or is not applicable, any  outstanding issues will be submitted to final and binding arbitration under the rules of the  American Arbitration Association. The arbitrator’s award shall be final, and judgment  may be entered upon it by any court having proper jurisdiction within the Governing Law. 
XI. ACKNOWLEDGMENTS. Each Party makes the following acknowledgments in this  Agreement: 
a. Mutually Benefiting. The Agreement does not constitute nor should be  recognized as a partnership agreement, but as mutually benefiting terms for the  purpose of the Joint Venture. 
b. Confidentiality. Beginning on the Effective Date, both Parties shall be obligated  to withhold sharing any proprietary information of each Party or of any details  related to the Joint Venture ("Confidential Information"). Such Confidential  Information shall include, but not be limited to, documents, plans, data, reports,  concepts, strategies, finances, specifications, customer lists, pricing, sales,  charts, profiles, goals, and any other related business activity.
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The Parties agree not to disclose, in any manner, Confidential Information in  perpetuity or the longest period allowed under Governing Law. 
Each Party recognizes that any violation of this section that consists of sharing  Confidential Information shall give rise to irreparable harm for which damages  would not be an adequate remedy. Therefore, in addition to any other legal  remedies which may be available in law or in equity, the affected Party shall be  entitled to equitable or injunctive relief against the unauthorized use or disclosure  of Confidential Information. Such a breach shall consequently award the affected  Party to recover its Attorney’s fees and costs due to excising their rights under  this Agreement. 
c. Notices. All notices under this Agreement must be in writing and sent to the  Party's mailing address mentioned in Section I. Such notices must be sent in any  of the following methods:  
i. Delivery in-person; 
ii. Overnight courier service; or 
iii. Certified or registered mail that includes a return receipt. 
d. Amendments. This Agreement may only be amended or modified by written  agreement and approval of both Parties. 
e. Assignment. No Party shall have the right to delegate or assign its duties under  this Agreement without the prior written consent of both Parties. This includes  any potential sale of the Joint Venture, which both Parties must agree to such  terms. 
XII. SEVERABILITY. If any provision of this Agreement or the application thereof shall, for  any reason and to any extent, be invalid or unenforceable, neither the remainder of this  Agreement nor the application of the provision to other persons, entities, or  circumstances shall be affected thereby, but instead shall be enforced to the maximum  extent permitted by law. 
XIII. ADDITIONAL TERMS. ___________________________________________________ ______________________________________________________________________ ______________________________________________________________________ 
XIV. ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the parties  relating to its subject matter, including any attachments or addendums. This Agreement  replaces all previous discussions, understandings, and oral agreements. Party A and  Party B agree to the terms and conditions and shall be bound until the end of the Term. 
IN WITNESS WHEREOF, this Agreement has been executed and delivered in the  manner prescribed by law as of the Effective Date first written above. 
Party A Signature: _________________________ Date: _________________ Print Name: _________________________ 
Party B Signature: _________________________ Date: _________________ Print Name: _________________________
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