Joint Venture Agreement Agreement

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JOINT VENTURE AGREEMENT AGREEMENT
This Joint Venture Agreement Agreement (the “Agreement”) is made and effective this 4th day of April, 2015,
BETWEEN: Wood Crapo LLC (the 'Joint Venturers'), a corporation organized and existing under the laws of the state of California with its head office located at: 2500 Terminal Tower, 50 Public Square, Sacramento, California 46107
AND: Weatherman Time, Inc (the 'Agent'), a corporation organized and existing under the laws of the state of Ohio with its head office located at: 20 North Broadway, Suite 1800, Cleveland, Ohio 44113-2241
RECITALS
The Joint Venturers have agreed to make contributions to a common fund for the purpose of acquiring and holding: [NAME AND DESCRIBE], called the business interest. The Joint Venturers consider it advisable to acquire and hold their business interest through a nominee so as to avoid the necessity of numerous separate agreements, to maintain the legal title to the business interest in a simple and practicable form and to facilitate the collection and distribution of the profits accruing under the business interest, and has agreed to act as nominee of the Joint Venturers with the understanding that he is also acquiring a participating interest in this joint Venture on his own account, It is therefore agreed:
1. PURPOSE
The Joint Venturers form this joint Venture to acquire and hold the business interest in common and to provide the finances required for its acquisition. To the extent set forth in this Agreement, each of the Joint Venturers shall own an undivided fractional part in the business. The Joint Venturers appoint as their Agent [NAME], whose duty shall be to hold each of the undivided fractional parts in the business interest for the benefit of and as Agent for the respective Joint Venturers.
2. CONTRIBUTIONS
The Agent acknowledges that he has received from each of the Joint Venturers, for the purpose of this joint Venture, the sum set after the name of each Joint Venturer as follows:
[CONTRIBUTION AND NAME OF JOINT VENTURERS]
3. ACQUISITION OF BUSINESS INTEREST
The Agent is authorized to acquire and hold in his own name, but on behalf of the Joint Venturers (of which the Agent is one), the business interest, and to pay [AMOUNT ] for it as follows: [AMOUNT ] in cash, and the balance of [AMOUNT ] by a note in that amount. The note shall bear interest at the rate of [%], shall be due and payable on [DATE ], with prepayment privileges, and shall be secured by [NAME AND DESCRIBE] which the Agent is authorized to execute and deliver.
4. PROFITS
The Agent shall hold and distribute the business interest and shall receive the net profits as they accrue for the term of this Agreement or so long as the Joint Venturers are the owners in common of the business interest, for the benefit of the Joint Venturers as follows:
[PROPORTION AND NAME OF JOINT VENTURERS]
5. EXPENSES OF VENTURE
All losses and disbursements incurred by the Agent in acquiring, holding and protecting the business interest and the net profits shall, during the period of the Venture, be paid by the Joint Venturers, on demand of the Agent, in the ratio which the contribution of each Joint Venturer bears to the total contributions set forth in Article Two.
6. LIABILITY OF AGENT
The Agent shall be liable only for his own willful misfeasance and bad faith and no one not a party to this Agreement shall have any rights whatsoever under this Agreement against the Agent for any action taken or not taken by him.
7. TERM
This Agreement shall terminate and the obligations of the Agent shall be deemed completed on the happening of either of the following events: (a)The receipt and distribution by the Agent of the final net profits accruing under the business interest (b)Termination by mutual assent of all Joint Ventures.
8. COMPENSATION OF AGENT
Unless otherwise agreed to in the future by a majority in interest of the Joint Venturers, the Agent shall not receive any compensation for services rendered by him under this Agreement.
IN WITNESS WHEREOF the Agent and the Joint Venturers have signed and sealed this Agreement at [PLACE OF EXECUTION] on the date indicated below.
FIRST JOINT VENTURER SECOND JOINT VENTURER
 

 



 
THIRD JOINT VENTURER
 

 


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