Joint Venture and Limited Partnership Contract

This is a sample from google..

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this _________________________, by and between ________________________________________________ (hereinafter "PARTNER 1") and ____________________________________________ (hereinafter "PARTNER 2")

Partner 2 is the equitable owner of a property located at the address(s) listed in Article I 1.01, PARTNER 2 business address

is__________________________________________________________________________________________ and

___________________________________________________________________________________, (hereinafter

"PARTNER 1"), whose address is _________________________________________________________________.

ARTICLE I - GENERAL PROVISIONS

1.01 Business Purpose. The business of the Joint Venture shall be as follows:

This Joint venture is formed for the purpose of partnering to buy and sell a single or multiple property(s) located at the following address(s)

(see attached addenda a for additional address, if any)

The Joint Venture may also take back or hold Junior Liens on property it sells. Any Junior Lien shall be held in the name of _______________________________________ and Partner 1 shall or shall not participate in the junior lien as follows:

It is the intent of the partners to utilize, but not be limited to, real estate investment methods/techniques, funding sources, and funding methods provided by PARTNER 1 to assist and consult in real estate transactions of the Joint Venture.
Properties purchased by the Joint Venture will be held in the name of ‘____________________________________________’, an entity controlled by PARTNER 1.

The profit or fees earned from other parties by transactions associated with the Joint Venture by either PARTNER shall constitute profit, which must be credited to the partnership to be included in the ALLOCATION of profits (see Allocation below), to each partner. These fees include, profits from other homes or buyers that were found and utilized because of the promotion or marketing efforts of the above listed property(s). Any profit or fee passed through to a buyer or seller, or not charged, or not collected shall not constitute money that is considered profit to the partnership.

1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter described further below.

ARTICLE II - GENERAL DEFINITIONS

The following comprise the general definitions of terms utilized in this Agreement:

2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity.

2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made.

2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes determined by the Partnership's fiscal year, including, without limitation, each item of Partnership income, gain, loss or deduction.

ARTICLE III - OBLIGATIONS OF THE JOINT VENTURERS

1.01 Obligations. PARTNER 1 is responsible for all operations and day-to-day decisions of the Joint Venture including selecting and contracting for the partnership, real estate properties for purchase and sale. PARTNER 2 shall contract for the Joint Venture on certain real estate properties. PARTNER 1 shall have final authority to accept or deny any property or buyer provided by PARTNER 2.

PARTNER 2 shall locate property or buyers and present contracts for the purchase and sale of properties for the partnership. PARTNER 2 shall advertise for and show homes to prospective buyers, taking offers from same and submitting them to PARTNER 1 or shall have the following duties:

PARTNER 1 shall oversee all paperwork in the sale process including the closing of all properties bought and sold.

ARTICLE IV - ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits and Losses to the Joint Venture shall be allocated as follows at the conclusion of each transaction.

PARTNER 1 . . . …….. . . _(80)_%

PARTNER 2. . . . . …. . . . _(20)_%

Profits are paid to each partner upon the funding of each transaction. Payment is due and payable to Partners 2 within 3 days of deposit into PARTNER 1’s bank account. Failure to pay any fees due can result in legal actions and being banned from use of the Central Listing DataBase and any affiliation with Supporting Companies.

ARTICLE V - RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture. PARTNER 1 shall have full, exclusive and complete authority and discretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. As such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. Partners shall manage and control the affairs of the Joint Venture to the best of their ability and shall use its best efforts to carry out the business of the Joint Venture.

ARTICLE VI - AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform services for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.

6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and their respective Affiliates may have interests in businesses other than the Joint Venture business. The Joint Venture shall not have the right to the income or proceeds derived from such other business interests and, even if they are competitive with the Partnership business, such business interests shall not be deemed wrongful or improper.

ARTICLE VII - PAYMENT OF EXPENSES

7.01 Expenses. All day-to-day expenses incurred by PARTNER 2 in the property acquisitions, marketing the sale of property purchased or controlled by the partnership; including but not limited to advertising, travel and gas, phone calls, mailings, computer or membership access, made by PARTNER 2, shall be paid by PARTNER 2. All day-to-day expenses incurred by PARTNER 2 in property promotions, including by not limited to travel and gas, phone calls, mailings, computer or memberships.

Expenses such as surveys, appraisals, or other “Service Provider” services connected to the closing may be paid by the partnership from profits generated at closing.

ARTICLE VIII - INDEMNIFICATION OF THE JOINT VENTURERS

8.01 The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.

ARTICLE IX - DISSOLUTION

9.01 Events of the partners. The Joint Venture shall be dissolved upon the happening of any of the following events:

(a) The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.

(b) Mutual agreement by the parties.
(c) At the last day of the closing of the 1st Transaction completed and funded by the Joint Venture.

ARTICLE X - MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Joint Venture.

10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for.

10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof.

10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses as may be subsequently specified by written notice.

10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under the laws of the State of _________________________ and legal venue shall be in the county of_________________________.

10.07 Other Instruments. The parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.

10.08 Recording and Privacy. The parties hereto covenant and agree that this agreement shall not be recorded into public record including but not limited to county records. Nor shall it or its content be revealed or shown to 3rd parties. It may only be produced for a court of law or partner’s attorneys with respect to its content.

Additional Joint Venture agreements entered into by the parties shall supersede this agreement. This agreement may be modified in writing upon written consent of both PARTNERS.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Signed, sealed and delivered:

__________________________________________________________ (Dated) __________________
PARTNER 1 Signature

Partner 1 Name ______________________________________________

Address ______________________________________________

City St Zip ______________________________________________

Phone Email ______________________________________________

__________________________________________________________ (Dated) __________________
PARTNER 2 Signature

Partner 2 Name ______________________________________________

Address ______________________________________________

City St Zip ______________________________________________

Phone Email ______________________________________________