Legal Contract Templates Joint Business Entity Agreement

How to write my Joint Business Entity Agreement document

JOINT BUSINESS FORMATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Developers Agent Agent and company name Customer General Provisions A. Business Purpose. Insert the General Summary of this Joint Business Venture. B. Business Scope. Insert the General Scope of Activities covered by the Joint Venture Agreement. C. Developers desire to enter into this Joint Venture Agreement with Customer pursuant to the terms and conditions set forth in Exhibit attached hereto the Specifications

Definitions Joint Venturers shall mean all parties the parties listed above who are participating in the Joint Venture Agreement and their respective assignees and agents. Business Interest shall mean the ownership in the business entity created to facilitate the ownership in the Joint Venture under this Agreement. Sales Activity shall mean all gross sales that occur because of or arising out of Affiliates made on behalf of this Joint Venture Agreement. Affiliate shall mean any person or entity that conducts sales activity on behalf of one of the parties and is paid directly by one of the parties. Joint Profits shall mean income derived out of this Joint Venture Agreement pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. Joint Loss shall mean any loss incurred by the Joint Business Venture pursuant to the terms of Exhibit that pertains to Federal or State income tax purposes as determined by the fiscal year the income was derived in. Capital Contribution shall mean contribution by one or more of the parties in cash property or any additional capital contribution made on behalf of this Joint Venture Agreement. Bad Faith shall mean malicious motive or an action taken on the part of one or more of the parties to this Agreement.

Final Net Profits shall mean the remaining cash distribution owed to the parties subject to their respective distribution allotment. Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Developers hereby agree as follows. 1. Purpose of Joint Venture Formation. The purpose of this Joint Business Formation Agreement is to form business entity to acquire and hold the business interests of both parties in common and to provide the capital and finances required for its acquisition. Pursuant to the terms and conditions set forth in this Joint Business Formation Agreement each party listed shall own portion of the new business entity as outlined in Sec. Contributions. The Joint Venturers shall appoint an agent who shall also be party to this Agreement and will hold each portion of the business interest for the benefit of each of the Joint Venturers of which the Agent is part.

2. Contributions. The Agent certifies that it has received the following contributions from each of the Joint Venturers. Name of Party Contribution Amount company name company name Agent 3. Acquisition of Business Interest. The Agent is authorized to form the following business entity Insert business entity name and type here e. g. S Corporation Corporation LLC etc. and to hold in their name but on behalf of the Joint Venturers the business interest. Agent shall be authorized by the Joint Venturers to pay sum of Insert amount for the formation of the business entity.

4. Profits from Business Entity. The Agent shall hold and distribute any and all net profits as defined in Sec. from the Joint Venture for the term of this Agreement and as long as the Joint Venturers are the owners in common of the business interest and for the benefit of the Joint Venturers as follows. Name of Party Distribution company name company name Agent 5. Net Profit Calculations and Determination. All net profit calculations and determination of disbursements shall be subject to the following. Insert how profits shall be calculated and which expenses are legitimate in determining such. Agent shall pay net profits unless specified otherwise as cash distributions subject to the distribution percentage allocated in Sec. 4.

6. Liability of Parties. Developer shall have no ability to specifically act for or to bind Customer individually to legal obligation debt or third party agreement. Customer shall have no ability to specifically act for or to bind Developers individually to legal obligation debt or third party agreement. Agent shall be liable for any and all actions taken by Agent that are considered to be taken in bad faith or through willful misfeasance. No person business or entity other than the Joint Venturers shall have rights whatsoever under this Joint Business Venture Agreement. 7. Agent Compensation. Unless otherwise agreed upon in writing Agent shall receive no monetary compensation for any and all services rendered by the Agent under this Agreement. 8. Term of Agreement. The Term of the Agreement shall commence on the date of this Agreement and shall terminate upon the following events. the distribution of any final net profits accrued under the business interest; or a mutually agreed termination of this Agreement by all parties to this Agreement.

9. Confidentiality. All parties acknowledge and agree that any Specifications and all other documents and information related to the Joint Venture and business interest the Confidential Information will constitute valuable trade secrets. All parties shall keep the Confidential Information in strict confidence and shall not at any time during or after the term of this Agreement without prior written consent of all parties disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 10. General Provisions. 10 Entire Agreement. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties relating to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto. 10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court.

10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Joint Venturers and their respective successors and assigns. No party may assign any of their obligations under this Agreement without prior written consent by the Joint Venturers. 10 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 10 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 10 No Right to Assign. Customer has no right to assign sell modify or otherwise alter the insert description of what is being developed except upon the express written advance approval of Developers whose consent can be withheld for any reason. 10 Indemnification.

All parties agree to indemnify and hold harmless all parties to this Agreement from any and all claims for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the profits paid as set forth in Sec. 4. No action regardless of form arising out of any claimed breach of this Agreement or transactions under this Agreement may be brought by either party more than one year after the cause of action has occurred. 10 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. All parties represent and warrant that on the date first written above they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below. EXECUTED as of the date first written above. company name By signator authorized signature or signer.

Job title of signator authorized signature or signer. Date when the contact was signed company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Agent By signator authorized signature or signer. Job title of signator authorized signature or signer.

Date when the contact was signed Customer Initials Developers Initials Agent Initials

How do you write a Exhibit B (Specifications) document? (alternate or related contract document)

EXHIBIT B SPECIFICATIONS The project will contain the following components and or services. A. Describe each deliverable to be included in the project per the terms of the contract and proposal

How to write my Partnership Dissolution Agreement document (alternate or related contract document)

PARTNERSHIP DISSOLUTION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Company and company name Partner Agreements In consideration of the mutual covenants set forth in this Agreement Partner and Company hereby agree to cancel any and all partnership revenue sharing work projects or labor as follows. 1. Dissolution of Partnership. Company and Partner shall cease any and all services described below the Services or Work Product as well as any additional services that Partner has requested.

Services include but are not limited to. a Enter Service or Work Product Description here b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Company shall transfer and make available to Partner all property and materials in Companys possession or subject to Companys control that are the rightful property of Partner. The Company shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Company shall immediately notify Partner of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Partner.

2 Survivability of Products and Compensation. Upon termination of this Agreement each party shall continue to have the following rights to distribute any existing product service through their normal sales channels and according to the compensation provisions set forth in Exhibit A. Neither party will have any right to decompile copy reverse engineer or otherwise continue development on the Co produced Product s. Insert additional language concerning the sale of existing products or service born out of the partnership. 3. Ownership Rights. 3 Companys Rights.

The Company shall have ownership of all Companys Materials. Companys Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and Exhibit Specifications. b Materials that are solely owned by Company or licensed to Company. c Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert description of additional materials here.

Company shall hold all right title and interest in and to Companys Materials. Partner shall not do anything that may infringe upon or in any way undermine Companys right title and interest in the Companys Materials as described in this section Notwithstanding the above Company hereby grants Partner an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Companys Materials for the purpose of Insert purpose of the use of Companys Materials here. 3 Partners Rights. The Partner shall have ownership to all Partners Materials. Partners Materials consist of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Section Services and Exhibit Specifications. b Materials that are solely owned by Partner or licensed to Partner.

c Materials that are incorporated into the Work Product or part of the Services. Additional materials shall include but are not limited to. Insert description of additional materials here. Partner shall hold all right title and interest in and to Partners Materials. Company shall not do anything that may infringe upon or in any way undermine Partners right title and interest in the Partners Material as described in this section Notwithstanding the above Partner hereby grants Company an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Partners Materials for the purpose of Insert purpose of the use of Partners Materials here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Companys services rendered to Partner or vice versa under any Previous Agreement the party owing monies shall compensate the owed party in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below each party hereby releases and forever discharges and holds one another its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Partner and Company concerning either partys right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below both parties agree that these terms represent full and final settlement of any and all claims either party may have arising out of any previous contracts or arrangements monies owed or any other obligations required to be met by either party.

5. Mutual Confidentiality. Partner and Company acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Partner. Materials provided between Company and Partner the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment. If Partner has made available to Company for Companys use in performing the services for Partner such items of hardware and software as Partner and Company may agree are reasonably necessary for such purpose Company is obligated to return all Partners property currently in its possession at time and place of Partners choice. The following equipment has been made available to Company and is hereby required to be returned to Partner. a Insert Equipment description here

b Insert Equipment description here c Insert Equipment description here 7. Expenses. Neither party will be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect unless otherwise written in Exhibit B. 8. General Provisions. 8 Entire Agreement.

This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Partner and Company and their respective successors and assigns provided that Company may not assign any of its obligations under this Agreement without Partners prior written consent. 8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Company has no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Partner which consent can be withheld for any reason. Partner may freely assign its rights and obligations under this Agreement. 8 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees.

Both parties represent and warrant that on the date first written below that they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed

company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Company Initials Partner Initials

How do you write a Breach of Contract Notification Form document? (alternate or related contract document)

GIVING NOTICE OF BREACH OF AGREEMENT DEMANDING CORRECTIVE ACTION current date company name address address city state or province zip or postal code Phone phone number Fax fax number Re. Our Agreement Dear salutation last name

The purpose of this letter is to give formal notice of your breach of our Agreement Insert the title of the contract or agreement which was breached dated start date. Specifically you are in breach of paragraph Insert Paragraph Breached here of the Agreement which provides that Insert description of what was breached Please be advised that if Insert corrective action that must be done will have no choice but to refer this matter to legal counsel for appropriate action. Thank you in advance for your immediate attention to this matter. Sincerely

first name last name job title