THIS JOINT VENTURE AGREEMENT (the “Agreement” or this “Joint Venture Agreement”), is made and entered into as of this [DATE], by and between [PARTY 1] (hereinafter “[SHORTENED NAME OF PARTY 1]”), a [STATE] corporation, with a registered office located at [ADDRESS], and [PARTY 2] (hereinafter “[SHORTENED NAME OF PARTY 2]”) , a [STATE] corporation, with a registered office located at [ADDRESS].

WHEREAS, “[PARTY 1]” is in the business of [BUSINESS DESCRIPTION], and

WHEREAS, “[PARTY 2]” is in the business of [BUSINESS DESCRIPTION], and

WHEREAS, the parties desire to establish between them a joint venture in order to collaborate in [JOINT VENTURE DESCRIPTION],

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the parties hereto agree as follows:

1. FORMATION

The joint venture formed by this Agreement (the “Joint Venture”) will conduct its business under the name [JOINT VENTURE NAME], and will have its registered address at [ADDRESS]. The Joint Venture shall be considered a joint venture between the Parties in all respects, and in no event shall this Agreement be construed to create a partnership or any other fiduciary relationship between the Parties.

2. PURPOSE

The Joint Venture shall be formed for the purpose of Provide a description of the products and/or services that the Joint Venture is concerned with, and the objective/purpose of the Joint Venture.

3. CONTRIBUTIONS

The Parties hereto shall each make an initial contribution to the Joint Venture as follows:

1. [PARTY 1]’s Contribution:

PandaTip: Here’s where you’ll want to state what each Party’s initial contributions are. That may include financial, equipment, goods, resources, development and other valuable contributions. Also, specify when the Party needs to provide each of these contributions.

2. [PARTY 2]’s Contribution:

A bank account at [NAME OF BANK] shall be opened by [PARTY 1] on behalf of the Joint Venture, and the financial contributions of the Parties shall be deposited by the due date set forth above.  Should the Joint Venture require additional funding, additional financial contributions shall be made equally by the Parties.

4. DISTRIBUTION OF PROFITS

Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

5. MANAGEMENT

The following individuals in the following positions will comprise the Joint Venture’s management (the “Management Team”). The Management Team will be structured such that [DESCRIPTION OF MANAGEMENT STRUCTURE].

6. RESPONSIBILITIES OF THE PARTIES

The Parties will each have the following responsibilities under the Joint Venture:

7. NON-EXCLUSIVITY

No exclusivity is formed by virtue of this Joint Venture Agreement and neither Party shall be obligated to make offers to the other related to any business.

8. TERM

This Agreement shall commence on the date first written above and remain in full force and effect for an initial period of [NUMBER] years (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew in one year increments (each, a “Renewal Term”), unless and until this Agreement is terminated in accordance with Section 8 hereinafter.

9. TERMINATION

Either Party shall have the right to terminate this Agreement, effective as of the end of the Initial Term or any Renewal Term, by providing the other with written notice of termination at least thirty (30) days prior to the end of such Initial Term or Renewal Term.  Neither Party shall have the right to terminate this Agreement at any other time, unless such termination is mutually agreed to by the Parties hereto. The Joint Venture shall terminate upon termination of this Agreement.

10. CONFIDENTIAL INFORMATION

The Non-Disclosure Agreement entered into by the Parties as of [DATE] (the “NDA”) is applicable to the Joint Venture and shall apply in full force and effect to any and all Confidential Information (as defined in the NDA) exchanged or otherwise accessed by a Party under this Agreement.

PandaTip: We’re making the assumption that an NDA is already in place. Make sure you check the end date if you are going to reference it in this Agreement since you may need to extend the NDA to coincide with this Agreement.