# Joint Venture Agreement
**This Joint Venture Agreement ("Agreement") is made and entered into as of [Effective Date], by and between:**
**[Party A Name]**, a [State of Incorporation] corporation with its principal place of business at [Address] ("Party A"),
**AND**
**[Party B Name]**, a [State of Incorporation] corporation with its principal place of business at [Address] ("Party B").
Collectively referred to as "the Parties".
## 1. Purpose
The purpose of this Joint Venture is to collaboratively engage in [describe purpose or project, e.g., "the development and marketing of a new product line" or "the construction of a commercial facility"].
## 2. Formation of Joint Venture
The Parties hereby form a Joint Venture to be known as [Joint Venture Name] (the "Joint Venture") pursuant to the laws of [State/Country], which shall commence on the Effective Date and continue until terminated as provided herein.
## 3. Contributions
### 3.1 Initial Contributions
The Parties agree to make the following initial contributions to the Joint Venture:
- Party A: [Describe contributions - cash, property, intellectual property, etc.]
- Party B: [Describe contributions - cash, property, intellectual property, etc.]
### 3.2 Additional Contributions
Any additional contributions required for the Joint Venture's operations shall be made as mutually agreed upon by the Parties in writing.
## 4. Management
### 4.1 Management Structure
The Joint Venture shall be managed by a Management Committee composed of representatives from both Parties in proportion to their respective contributions. The committee shall consist of [number] members from Party A and [number] members from Party B.
### 4.2 Decision Making
Decisions regarding the Joint Venture shall be made by a majority vote of the Management Committee, except for the following matters, which require unanimous consent:
- Amendments to this Agreement
- Dissolution of the Joint Venture
- Changes to the Joint Venture's purpose
## 5. Profit and Loss Sharing
The net profits and losses of the Joint Venture shall be allocated to the Parties in accordance with the following percentages:
- Party A: [percentage]%
- Party B: [percentage]%
## 6. Intellectual Property
Any intellectual property developed by the Joint Venture shall be owned jointly by the Parties unless otherwise agreed in writing. Existing intellectual property contributed by either Party shall remain the property of that Party.
## 7. Confidentiality
Each Party agrees to keep confidential any proprietary information received from the other Party during the course of this Joint Venture and shall not disclose such information to any third party without the prior written consent of the disclosing Party, unless required by law.
## 8. Term and Termination
### 8.1 Term
This Agreement shall commence on the Effective Date and shall continue until [termination conditions, e.g., "the completion of the project" or "decided by mutual consent"].
### 8.2 Termination
Either Party may terminate this Agreement upon [number of days] days written notice to the other Party if the other Party breaches any material term and fails to cure such breach within that notice period.
## 9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
## 10. Miscellaneous
### 10.1 Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral.
### 10.2 Amendments
Any amendment to this Agreement must be in writing and signed by both Parties.
### 10.3 Severability
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
### 10.4 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
**IN WITNESS WHEREOF**, the Parties have executed this Joint Venture Agreement as of the date first above written.
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**Party A**
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
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**Party B**
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
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*End of Document*