THIS JOINT VENTURE AGREEMENTThis Joint Venture Agreement (“Agreement”) is entered into this ______ day of ______, 20__, by and between __________, a Minnesota Corporation with its principal office located at __________ (“Party A”) and __________, a Minnesota Corporation with its principal office located at __________ (“Party B”). Both parties are hereinafter collectively referred to as the “Parties.”
AGREEMENT OF JOINT VENTUREThe Parties hereto hereby form a Joint Venture pursuant to the laws of the State of Minnesota and agree that the terms set forth herein will govern such Joint Venture.
NAMEThe name of the Joint Venture shall be __________.
PURPOSE OF THE JOINT VENTUREThe purpose of the Joint Venture shall be __________.
CONTRIBUTION OF CAPITALParty A and Party B will each contribute __________ percent of the initial capital required for the Joint Venture. The exact dollar amount contributed by each party shall be __________.
ALLOCATION OF PROFITS, LOSSES, AND DISTRIBUTIONSProfits, losses, and distributions of the Joint Venture’s assets will be allocated in proportion to each Party’s respective percentage of interest in the Joint Venture, as set forth above.
MANAGEMENT AND CONTROLThe management and control of the Joint Venture shall be equally divided between Party A and Party B. Each of the Parties shall have equal rights and authority to manage and control the business of the Joint Venture, and all decisions and actions of the Parties pertaining to the Joint Venture shall require the approval of both Parties.
TERM AND DISSOLUTIONThe Joint Venture shall commence on the date first above written and shall continue in full force and effect until terminated by mutual agreement of the Parties or as required by Minnesota law.
INDEMNIFICATIONEach party agrees to indemnify and hold harmless the other party against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees or disbursements of any kind which may be incurred by the other party due to the negligence, misconduct, or failure to perform its obligations under this Agreement by the indemnifying party.
GOVERNING LAW, VENUE, AND DISPUTE RESOLUTIONThis Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any disputes under this Agreement that cannot be resolved by the Parties themselves shall be submitted to mediation in accordance with the rules of the American Arbitration Association.
ENTIRE AGREEMENTThis Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements between the Parties.
IN WITNESS WHEREOFThe Parties have executed this Joint Venture Agreement as of the date first above written. _____________________________ _____________________________ Party A Party B _____________________________ _____________________________ Date Date Please note that this Agreement is a standard form and may need to be modified to fit specific circumstances, and should be reviewed by a licensed Minnesota attorney before use.
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