Joint Venture

JOINT VENTURE AGREEMENT FOR _____________,

A __________________ (state) JOINT VENTURE

This Joint Venture Agreement (herein after referred to as the “Agreement” ) is entered into this _____ day of _______________, 20 _______, by and among ____________________, a ___________________ corporation, and ___________________, a corporation, (hereinafter collectively referred to as the “Joint Venturers”) for the purpose of performing: _______________________.

W I T N E S S E T H:

WHEREAS, the parties are desirous of forming a joint venture (the “Venture”), under the laws of the State of ________________ by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned construction project; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as joint venturers, henceforth, “Venturers” for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows:

ARTICLE I.

DEFINITIONS:

1.1 “Affiliate” shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint venturer or partner, any business or entity for which such person acts in any such capacity.

1.2 “Venturers” shall refer to _____________ Inc., and _______________, and any successor(s) as may be designated and admitted to the Venture.

1.3 “Internal Revenue Code”, “Code” or “I.R.C.” shall refer to the current and applicable Internal Revenue Code.

1.4 “Net Profits and Net Losses” means the taxable income and loss of the Venture, except as follows:

1.5 The “book” value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles.

1.6 “Project” shall refer to that certain City of ___________________, _______________ (State) construction project known as _____________.

1.7 “Treasury Regulations” shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of hate Internal Revenue Code.

1.16 “Percentage of Participation” shall refer to that figure set forth in Article _______ at section ___________.

ARTICLE II

FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS

2.1 FORMATION

(a) The Venturers do hereby form a joint venture pursuant to the laws of the State of _____________ in order for the Venture to carry on the purposes for which provision is made herein.

(b) The Ventures shall execute such certificates as may be required by the laws of the State of ____________ or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law.

2.2 NAME

The Name and style under which the Venture shall be conducted is:

2.3 PRINCIPAL PLACE OF BUSINESS

The Venture shall maintain its principal place of business at: _________________________. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine.

ARTICLE III

PURPOSE OF THE JOINT VENTURE

The business of the Venture shall be to perform: _____________________ project having the Contract #, being entitled , and being in a dollar amount of $________________ ., in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth.

ARTICLE IV

TERM

The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, ________________ pursuant thereto and payment of all laborers and materialmen employed by the Venture in connection with the project; (ii) _________________ _________________ ; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction.

ARTICLE V

PERCENTAGE OF PARTICIPATION

5.1 Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Construction Contract shall be as follows:

Name Joint Venture Partner Percentage

________________________ _________________________

________________________ _________________________

________________________ _________________________

________________________ _________________________

5.2 The Parties agree that in the event any losses arises out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation.

5.3 If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the construction of the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation.

5.4 The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer’s Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party.

5.5 The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party’s Percentage of Participation.

5.6 INITIAL CONTRIBUTION OF THE VENTURE.

(a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests.

(b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture.

5.7 VENTURE INTERESTS

Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture:

Joint Venture Partner: Percentage

(a) _______________________________________

(b) _______________________________________

5.8 RETURN OF CAPITAL CONTRIBUTIONS

(a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement.

(b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement.

(c) The Venture shall not pay interest on capital contributions of any Venturer.

5.9 ALLOCATIONS OF NET PROFITS AND LOSSES

Subject to the provisions of this Article, the Net Profits and losses of the Venture (including any net “book” gains of the Venture resulting from a Capital Event) shall be allocated to the Venturers in the following priority:

A. NET PROFITS

(1) First, to those Venturers with negative Capital Accounts, between them in proportion to the ratio of their negative Capital Account balances, until no Venturer has a negative Capital Account.

(2) Thereafter,

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