Joint Venture Agreement

10/20/2013

THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and
entered into as of this _(1)_ day of ______(2)______, 20_(3)_,
by and between _______(4)_______ of _____(5)_____ (hereinafter
"____________") and _____(6)______ of _____(7)______
(hereinafter "____________").

ARTICLE I

GENERAL PROVISIONS

1.01 Business Purpose. The business of the Joint Venture shall
be as follows:

(Describe Business Purpose)

1.02 Term of the Agreement. This Joint Venture shall commence
on the date first above written and shall continue in
existence until terminated, liquidated, or dissolved by law or
as hereinafter provided.

ARTICLE II

GENERAL DEFINITIONS

The following comprise the general definitions of terms
utilized in this Agreement:

2.01 Affiliate. An Affiliate of an entity is a person that,
directly or indirectly through one or more intermediaries,
controls, is controlled by or is under common control of such
entity.

2.02 Capital Contribution(s). The capital contribution to the
Joint Venture actually made by the parties, including
property, cash and any additional capital contributions made.

2.03 Profits and Losses. Any income or loss of the Partnership
for federal income tax purposes determined by the
Partnership's fiscal year, including, without limitation, each
item of Partnership income, gain, loss or deduction.

ARTICLE III

OBLIGATIONS OF THE JOINT VENTURERS

______(8)________ is responsible for all operations and
decisions of the Joint Venture and will be compensated for
providing various services.

ARTICLE IV

ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and
ending on the termination of the business of the Joint
Venture, all profits, losses and other allocations to the
Joint Venture shall be allocated as follows at the conclusion
of each fiscal year:

        _____________ . . . . . . . .  _(9)_%

        _____________ . . . . . . . . .  (10)_%

ARTICLE V

RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture.  _______(11)_______ shall
have full, exclusive and complete authority and discretion in
the management and control of the business of the Joint
Venture for the purposes herein stated and shall make all
decisions affecting the business of the Joint Venture. At
such, any action taken shall constitute the act of, and serve
to bind, the Joint Venture.   ______(12)____ shall manage and
control the affairs of the Joint Venture to the best of its
ability and shall use its best efforts to carry out the
business of the Joint Venture.  ______(13)______ shall not
participate in or have any control over the Joint Venture
business nor shall it have any authority or right to act for
or bind the Joint Venture.

ARTICLE VI

AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT
VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to
this Agreement may be engaged to perform services for the
Joint Venture. The validity of any transaction, agreement or
payment involving the Joint Venture and any Affiliates of the
parties to this Agreement otherwise permitted by the terms of
this Agreement shall not be affected by reason of the
relationship between them and such Affiliates or the approval
of said transactions, agreement or payment.

6.02 Other Business of the Parties to this Agreement. The
parties to this Agreement and their respective Affiliates may
have interests in businesses other than the Joint Venture
business. The Joint Venture shall not have the right to the
income or proceeds derived from such other business interests
and, even if they are competitive with the Partnership
business, such business interests shall not be deemed wrongful
or improper.

ARTICLE VII

PAYMENT OF EXPENSES

All expenses of the Joint Venture shall be paid by
______(14)_____ and shall be reimbursed by the Joint Venture.

ARTICLE VIII

INDEMNIFICATION OF THE JOINT VENTURERS

The parties to this Agreement shall have no liability to the
other for any loss suffered which arises out of any action or
inaction if, in good faith, it is determined that such course
of conduct was in the best interests of the Joint Venture and
such course of conduct did not constitute negligence or
misconduct. The parties to this Agreement shall each be
indemnified by the other against losses, judgments,
liabilities, expenses and amounts paid in settlement of any
claims sustained by it in connection with the Joint Venture.

ARTICLE IX

DISSOLUTION

9.01 Events of the Joint Venturers. The Joint Venture shall be
dissolved upon the happening of any of the following events:

(a)  The adjudication of bankruptcy, filing of a petition
pursuant to a Chapter of the Federal Bankruptcy Act,
withdrawal, removal or insolvency of either of the parties.

(b)  The sale or other disposition, not including an exchange
of all, or substantially all, of the Joint Venture assets.

(c)   Mutual agreement of the parties.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate
books and records at its place of business, setting forth a
true and accurate account of all business transactions arising
out of and in connection with the conduct of the Joint
Venture.

10.02 Validity. In the event that any provision of this
Agreement shall be held to be invalid, the same shall not
affect in any respect whatsoever the validity of the remainder
of this Agreement.

10.03 Integrated Agreement. This Agreement constitutes the
entire understanding and agreement among the parties hereto
with respect to the subject matter hereof, and there are no
agreements, understandings, restrictions or warranties among
the parties other than those set forth herein provided for.

10.04 Headings. The headings, titles and subtitles used in
this Agreement are for ease of reference only and shall not
control or affect the meaning or construction of any provision
hereof.

10.05 Notices. Except as may be otherwise specifically
provided in this Agreement, all notices required or permitted
hereunder shall be in writing and shall be deemed to be
delivered when deposited in the United States mail, postage
prepaid, certified or registered mail, return receipt
requested, addressed to the parties at their respective
addresses set forth in this Agreement or at such other
addresses as may be subsequently specified by written notice.

10.06 Applicable Law and Venue. This Agreement shall be
construed and enforced under the laws of the State of
____(15)____.

10.07 Other Instruments. The parties hereto covenant and agree
that they will execute each such other and further instruments
and documents as are or may become reasonably necessary or
convenient to effectuate and carry out the purposes of this
Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written. Signed,
sealed and delivered in the presence of:

____________(16)_____________   ___________(17)_____________

____________(16)_____________

____________(16)_____________   ___________(18)_____________

____________(16)_____________

Notice

The information in this document is designed to provide an outline that you can follow when formulating business or personal plans. Due to the variances by many local, city, county and state laws, we recommend that you seek professional legal counseling before entering into any contract or agreement.

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