JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the "Agreement"), made and entered into as of this
_________________ day of _____, 20_____, by and between
___________________________________________________________ of (hereinafter " ")
and ____________________________________________________________________ of
_________________________________________________________________________
(hereinafter " ").
1. GENERAL PROVISIONS
1.01 Business function.
The business of the Joint Venture shall be as follows:
(Describe Business function)
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.
2. GENERAL DEFINITIONS
The following comprise the general definitions of terms used 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.
3. OBLIGATIONS OF THE JOINT VENTURES

is responsible for all operations and decisions of the Joint Venture and will
be compensated for providing various services
4. 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: % to
% to
5. RIGHTS AND DUTIES OF THE JOINT VENTURES

5.01 Business of the Joint Venture.
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.
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. 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.
6. AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT

VENTURES
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.
7. PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by and shall be reimbursed by
the Joint Venture.
8. INDEMNIFICATION OF THE JOINT VENTURES
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.
9. DISSOLUTION
9.01 Events of the Joint Ventures.
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.
10. 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
here under 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 .
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:
Signature Capacity
On behalf of
Signature Capacity
On behalf of
Signature Capacity
On behalf of
ACKNOWLEDGEMENT
BEFORE ME, a Notary Public for and in the above jurisdiction, this ____________________,
personally appeared the following:
Name Community Tax Certificate No.
______________________________ ______________________________
______________________________ ______________________________
______________________________ ______________________________
known to me and by me known to be the same persons who executed the foregoing _________
___________________with Security and they acknowledged to me that the same is their free and
voluntary act and deed.
WITNESS MY HAND AND NOTARIAL SEAL at ____________________, Philippines this

________________________.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2023.

JOINT VENTURE AGREEMENT

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JOINT VENTURE AGREEMENT

(Describe Business function)

1.02 Term of the Agreement.

2.02 Capital Contribution(s).

2.03 Profits and Losses.

3. OBLIGATIONS OF THE JOINT VENTURES

5. RIGHTS AND DUTIES OF THE JOINT VENTURES

6. AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT

6.02 Other Business of the Parties to this Agreement.

10. MISCELLANEOUS PROVISIONS

10.01 Books and Records.

10.03 Integrated Agreement.

10.06 Applicable Law and Venue.

Name Community Tax Certificate No.

WITNESS MY HAND AND NOTARIAL SEAL at ____________________, Philippines this

Doc. No. ______;

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