Joint Venture Sözleşmesi

Joint Venture Agreement
(sample)

THIS JOINT VENTURE AGREEMENT ("Agreement"), made and entered into this day of_____,19___ by and between ___________________, a Wisconsin corporation and ____________________, a Wisconsin corporation:

The parties hereto shall be referred to hereinafter collectively as "the joint ventures" or individually by their surnames.

WITNESSETH:

WHEREAS, the parties hereto are desirous of forming a joint venture; and

WHEREAS, it is the desire and intention of the parties hereto to associate as joint venturers in a joint venture relationship; provide for the common ownership and management of the joint venture business; and define and prescribe the rights, interests and duties of the respective joint venturers in and to the joint venture; and

WHEREAS, said parties desire REAS, said parties desire to be joint venturers in and to use said assets for the joint venture business; and

WHEREAS, the parties deem it advisable to enter into a Joint Venture Agreement as of this date;

NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED, in and for the consideration of the benefits, covenants, and agreements made and of $1.00 and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows, to-wit:

1.AGREEMENT. The parties hereby agree they will become and be parties in a joint venture for the purpose and upon the terms hereinafter stated.

2.NAME. The name of the joint venture shall be ______________________, a joint venture.

3.PLACE OF BUSINESS. The principal place of the joint venture business shall be carried on and conducted at Avenue Wisconsin, or such other place as from time to time may be deemed advisable.

4.PURPOSE. The parties shall and do hereby, as joint venturers, engage in conducting at the joint venture place of business a general business of preparing contract bid proposals for the Wisconsin Department of Transportation improvements and opportunities pursuant to contracts documents, including instructions to bidders for bidding to said Wisconsin Department of Transportationansportation (hereinafter referred to as "the Contracts"). Further, it is the express intent and purpose of this Agreement, to, among others, comply with the provisions of 1987 Wisconsin Act 399 pertaining to the disadvantaged business demonstration and training program.

5.AUTHORITY. The representatives designated herein are empowered to act on behalf of the Joint Venture pursuant to and under Section 66.905 Wisconsin Statutes. The authority granted to these representatives may, from time to time, be extended or otherwise confirmed by a written document signed by the parties hereto.

Any party may, at any time, and from time to time, change its representative by filing with the project manager a notice and duly executed appointment of a new representative or alternate, but until the appointment and filing of notice the actions of the representative hereby appointed shall be conclusively binding on such party.

It is the intent of the parties that major policy decisions respecting the contracts shall be the responsibility of the Joint Venturers, by the recognition that major policy determination shall meet and comply with the provisions of the 1987 Wisconsin Act 399. The actual prosecution of the contract work shall remain the primary responsibility of the representatives of the parties and their authorities shall be commensurate therewith.

The bid, as finally submitted, shall take into account the value of the use of any equipment and man hours furnished by the parties hereto.

All employees of any party who are engaged in the Joint Venture work shall be fully compensated by the Joint Venture. Each party employer shall be responsible for the corresponding compensation of the employee so engaged by each party employer in Joint Venture work, including payroll taxes and insurance, vacation benefits and other fringe benefits in accordance with the party-employer policy.

3.MANAGEMENT.

6.1 Manager.It is herein agreed that the project manager of managing partner shall be _____________________, with assistance supervisory capacity under 1987 Wisconsin Act 399 disadvantaged business demonstration and training program from ______________________, project manager, or his assign, shall receive and transmit all correspondences and notices, administer the project on behalf of the Joint Venture, keep the books and accounts, receive and disburse all invoices, checks and furnish phone, office and staff to implement the above.

6.2 Contract Approval and Execution.The Contracts shall be approved by all the parties hereto prior to their execution by and in the name of the Joint Venture. The Joint Venture may designate one or more of the Joint Ventures to act on beact on behalf of the Joint Venture to accomplish this purpose.

6.3 Voting and Management. Each Joint Venture shall have a voice in the management and conduct of the Joint Venture business, with each decision to be made by majority vote and with each Joint Venturer having a vote which is equal to his pro rata share of the Joint Venture as set forth in Section 11.2 (A) herein.

In order to facilitate the performance of the contract, each of the parties appoints the following representatives with full and complete authority to vote on its behalf in relation to any matters relative to said Joint Venture and to act for and by the respective parties in any and all matters or things involving the performance of the contract, including but not limited to those of the contractual nature with the proposed contractee. ___________________ appoints ____________________ as its representative. ___________________ appoints ____________________ as its representative.

6.4 Restrictions:

(A) No Joint Venturer, without the written consent of the Joint Venture, shall (i) borrow or lend money on behalf of the Joint Venture, (ii) execute any mortgage, bond or lease with respect to the Joint Venture property, (iii) assign, transfer or pledge any debts due the Joint Venture or release any claim due to the Joint Venture or submit to arbitration any disputey dispute or controversy involving the Joint Ventures, or (v) have the right or authority to bind or obligate the Joint Venture to any extent whatsoever with regard to any matter.

(B) No Joint Venturer shall buy goods in unusual quantities or incur unusual expenses or liabilities on the other Joint Venturer, or use the Joint Venture names, credit or property for other the Joint Venture purposes.

(C) No Joint Venturer shall without the prior written consent of all Joint Ventures assign, mortgage, or sell his part of the Joint Venture nor enter into any agreement as a result of which any person, firm or corporation shall become interested with them therein, unless the transferee is already a Joint Venture, in his own right, except as provided in Section 5 hereof. Provided, however that this provision shall not apply to transfers by death or inheritance.

(D) During the continuance of the Joint Venture, neither Joint Venture shall endorse any note or draft or given their signatures separately or collectively, except for legitimate business purposes; or otherwise become surety for any person or persons whomsoever, without the written consent of the other Joint Venturers.

6.5 Debts and Obligations. The Joint Venturers shall, at all times:

(A) Satisfy their personal debts;

(B) Diligently attengently attend to the business of the Joint Venture;

(C) Punctually pay their separate debts and indemnify the Joint Venture for any assets of the Joint Venture which have been used to pay the individual expenses of the Joint Venturer;

(D) Forthwith pay all money, checks, and negotiable instruments received by them on account of the Partnership into the bank account of the Joint Venture.

(E) No debt of the Joint Venture shall be paid without the consent of the Joint Venturers, or as may be agreed by the Joint Venturers, in writing.

(F) Pre-Bid Expenses. Each party will bear its own pre-bid expenses. Such expenses shall be charged against the Joint Venture or any party thereto unless otherwise provided in writing.

(G) Withdrawal of Bid. The parties must jointly agree upon the terms of any bid submitted. Any party may in its discretion withdraw from the Joint Venture at any time prior to submittal of the bid. Any party withdrawing from the Joint Venture shall not submit another bid either at this letting or any other in the event new bids are requested.

If, in the event the Joint Venture is successful in the bidding process regarding the subject project, the purpose of this joint venture is extended to accepting the award of the Contracts, if in the best interest of the Joint Venturers, and turers, and to perform said Contracts and construct said projects in accordance with the Contracts demands referred to herein.

(H) This Joint Venture shall be limited to the business activities referred to herein with repect to the specific project referred to herein.

7. NOT A PARTNERSHIP. Nothing herein contained shall be construed to constitute the parties as partners, nor to constitute a party the general agent of the other, nor in any manner to limit the parties in the conduct of their respective businesses or activities, in making of other contracts, or in the performance of other work without having or incurring any obligation to offer any interest in such business or activities to a party hereto.

8. LIABILITIES. No representative shall be liable to the parties hereto by reason of his acts as such except in the case of his gross negligence or actual fraudulent or dishonest conduct. All liabilities incurred by the Joint Venture shall be the joint and several liability of the parties hereto, and no liabilities shall be imposed upon any of the parties (or any of their respective stockholders, officers, or directors) except that of the performance of the terms, provisions and conditions of this Agreement.

All personnel in the employ of any party who performs any act on behalf of the Joint Venture shall be deemed to be perfore performing work as employees or agents of the Joint Venture, whether said personnel are on the payroll of the Joint Venture or not. All materials, vehicles and equipment supplied by any party to the Joint Venture shall be deemed to be the property of the Joint Venture only with respect to any liability to third parties for injury to property or persons as a result of the uses of the materials, vehicles and equipment by or on behalf of the Joint Venture.

The provisions of this Agreement shall apply without reference to the method of compensation of such party hereto by the Joint Venture for the use of any personnel or property on behalf of the Joint Venture, and the Joint Venture shall defend and indemnify each party from any claims, acts, suits, or liabilities against any party brought by third parties based upon the use of personnel or property of such party by or on behalf of the Joint Venture.

9. TERM OF JOINT VENTURE. The duration of the Joint Venture shall be deemed to have commenced on the date of execution of this Agreement, and shall continue under the terms and conditions of this Agreement and will end on the earlier of:

(i) upon agreement of the parties;

(ii) adjudication of either parties as bankrupt, its filing of voluntary petition of bankruptcy, the filing of any petition against and under any federal or state bankruptbankruptcy law, or its filing of a petition or answer seeking the appointment of a receiver of its assets or an arrangement with creditors under any such laws; or

(iii) breach of either party or of any material covenant under this Agreement (subject to the provisions of Paragraph 10 below).

If, in the event that the above referred to contract is awarded to the Joint Venture, and the Joint Venturers decide to reject said award, any liability with respect to forfeiture shall be incurred on the basis of the pro rata share of each Joint Venturer. If, in the event that this contract is awarded and accepted by the Joint Venture, then this Joint Venture shall continue under the terms and conditions of this Agreement until terminated.

10. NOTICE AND CURE OF MATERIAL BREACH. If there is a material breach of this Agreement, the party intending to terminate must give the defaulting party fifteen (15) days' notice thereof, detailing the particular action or condition that is claimed to constitute a material breach. Defaulting party may cure the breach during this period or take steps to cure, and if cured, or if steps taken to cure a breach will do so within a reasonable period if diligently prosecuted, then this Agreement will not terminate.

11. CAPITAL CONTRIBUTIONS, BANK ACCOUNTS, PROFITS AND LOSSES AND EXPENSES.

11.1 Defined Terms.

(A) "Capital Account" means, with respect to each Joint Venture, the account established for each Joint Venturer which will initially equal the capital contribution of such Joint Venturer and throughout the existence of the Joint Venture will be (i) increased by any additional capital contribution and the amount of Net Income allocated to such Joint Venture and (ii) reduced by the amount of Net Loss allocated to such Joint Venture and by the Amount of cash distributed to such Joint Venturer.

(B) "Capital Contribution" shall mean the gross amount of money contributed to the Joint Venture by any Joint Venturer.

(C) "Net Cash Flow" shall mean the Net Income and Net Losses of the Joint Venture increased by any expenses included therein not involving the disbursement of cash and decreased any disbursement of cash not included in the Net Income and Net Losses of the Joint Venture.

(D) "Net Income " or "Net Loss" shall mean the net income or net loss of the Joint Venture, as determined in accordance with generally accepted accounting principles. "Net Income" or "Net Loss" for tax purposes means, at all times during the existence of the Joint Venture, the income or loss of the Joint Venture for Federal Income tax purposes determined as of the close of theose of the Joint Venture's fiscal year, including, without limitation, each item of Joint Venture income, gain, loss, deduction or credit.

11.2 Capital Contributions: General.

(A) The gross assets which the Joint Venture shall commence business shall constitute the assets of the parties as set forth in this paragraph. (No assets at the time of execution).

Subject to other terms of this Agreement, the interest of the Joint Ventures in any profits and their respective shares of any losses and liabilities as a result of the filing of the bid and the performance of the contract, shall be as follows:

51%

49%

(B) Each party agrees to indemnify the other party against any direct loss, liability and expense to such other party exceeding the proportions stated. All assets of the Joint Venture shall be owned by the Joint Venture and carried in the name of and the parties agree to execute the necessary documents in order to carry forth the provision of this Joint Venture Agreement.

(C) A separate capital account shall be maintained for each Joint Venturer, no Joint Venturer shall withdraw any sum chargeable to his capital account unless all Joint Venturers agree in writing. No interest shall be paid on capital contributions.

(D) The Capital D) The Capital Account of each Joint Venturer shall be credited with his Capital Contributions and his allocable share of Net Income and shall be charged for all distributions to him and his allocable share of Net Losses.

11.3 Profits and Losses and Expenses.

(A) After the payment of all necessary and incidental expenses, which shall include salaries, if any, and expenses payable to the Joint Venturers and actual expenses incurred by the Joint Venturers in the operations of the Joint Venture, net income or net losses of the Joint Venture so determined shall be credited and charged to the Joint Venturers based upon their capital accounts.

(B) The net cash flow shall be so divided among the parties on the 31st day of December each year or at such other time as the parties to this Agreement shall designate.

(C) Any one of the Joint Venturers may withdraw his share of the net income at the end of each fiscal year remaining in the hands of the Joint Venture unless the Joint Venturers agree to the contrary in writing. If any Joint Venturer shall not withdraw his share of the net income, in whole or in part, he shall not been entitled to receive any interest accrued upon such net profits nor shall any such portion be deemed an increase of capital or entitle said Joint Venturer to increase in the share of the income of the Joint Venture.

11.4 Additional Contributions. Upon unanimous agreement, in writing, by the Joint Venturers, the Joint Venture requires contribution of additional capital deemed necessary in protecting or furthering the interest of said Joint Venture.

11.5 Advancement of Capital.

(A) If any Joint Venturer shall, without the consent of the other Joint Venturers, advance any money to the Joint Venture or if any Joint Venturer shall fail to make an additional contribution to capital as required, the amount of any such advance shall not be an increase of the capital of such Joint Venturer nor entitle him to any increase in the share of the distributions of the Joint Venture but shall be a debt due from the Joint Venture to such Joint Venturer or from such non paying Joint Venturer to the Joint Venture as the case may be, and shall bear interest at the prime rate charged by the ______________ Bank _________________. Unless such advance was made by the written consent of all Joint Venturers such advance shall be payable of collectible only from the Joint Venture assets and the Joint Venturers shall not be personally obligated to pay any part thereof.

(B) If any Joint Venture shall fail to make an additional contribution to capital as shall be required by the Joint Venture from time to time, (referred to as "Defaulting Joint Venturer"), theer"), the non defaulting Joint Venturers shall have the right to make said additional contribution to capital on behalf of said Defaulting Joint Venture (referred to as "Default Loan"). Such Default Loan shall be payable or collectible from said Joint Venturer or his Successors personally, and shall be a debt due from said Defaulting Joint Venturer to the Joint Venture and shall bear interest at the prime rate charged by the __________________ Bank.

11.6 Use of Joint Venture. None of the personal property or inventory of the Joint Venture is or will be held as part of the regular or principle business activity of any party hereto.

11.7 Salaries and Draws. No salaries or withdrawals shall be made without the written consent of all Joint Venturers.

12. BANK ACCOUNTS, ACCOUNTING, BOOKS AND RECORDS, BONDS.

12.1 Bank Accounts. The bank account in the name of the Joint Venture shall be established and maintained in such responsible banks as the parties may from time to time designate and select. All monies of the Joint Venture and/or credits of the Joint Venture, except monies required for petty cash, and all instruments for payment of money to the Joint Venture shall on receipt be deposited in the bank account of the Joint Venture and all checks drawn thereon shall be signed with the firm namfirm name and the signature of all of the Joint Venturers or other persons duly authorized by them.

12.2 Accounting. The full and complete and accurate account of all transactions of the Joint Ventures shall be kept in the books of account, and all parties shall enter or cause to be entered therein a full and complete and accurate account of their transactions with the Joint Venture. Books of account and all other records of the Joint Venture shall at all times be kept at the place of business of the Joint Venturers as hereinbefore designated.

12.3 Joint Venture Meetings. The general Joint Venturer shall meet at agreed times and places.

12.4 Bonds. The parties shall, from time to time, execute such application of bonds, indemnity agreements and other documents and papers as may be necessary in connection with the submission of the bid for the performance of the contract.

13. TERMINATION/VOLUNTARY DISSOLUTION/INSOLVENCY.

13.1 Winding Up the Joint Venture. On any termination or any voluntary dissolution, the Joint Venture shall immediately commence to wind up its affairs. The Joint Venturers shall continue to share income and losses during liquidation in the same proportion as before dissolution. The proceeds from liquidation of Joint Venture assets shalassets shall be applied as follows:

1. Debts of the Joint Venture, other than to Joint Venturers.

2. Amounts owed to Joint Venturers of from Joint Venturers under Sec. 11.5.

3. The capital contributions of the Joint Venturers as reflected in the books of account of the Joint Venture.

13.2 Gains/Losses in Terminating or Winding Up the Joint Venture. Any gain or loss on termination or disposition of Joint Venture properties in the process of liquidation shall be credited or charged to the Joint Venturers in the proportion of their interests in income or losses. Any property distributed in kind in the liquidation shall be valued and treated as though the property were sold and the cash proceeds were distributed. The difference between the value of property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Joint Venturers in the proportions of their interests in profits and losses.

13.3 Balance Owed by a Joint Venturer. Should any Joint Venturer have a debit balance in his or her capital account, whether by reason of losses in liquidating Joint Venture assets or otherwise, the debit balance shall represent an obligation from him or her to the other Joint Venture, to be paid in cash within thirty (30) days after written r written demand by the other Joint Venturer.

13.4 Continuation on Death, Disability, Withdrawal of a Joint Venturer or Solvency. With respect to any of the following:

(A) In the event any of the Joint Venturers wishes to withdraw for any reason whatsoever from the Joint Venture, he shall notify the other Joint Venturers in writing of said intent, or

(B) In the event of a disability or incompetency of one of the Joint Venturers which is injurious in its effect upon the operation of management of the Joint Venture, or

(C) Upon the death of one of the Joint Venturers, the Joint Venture may upon unanimous written consent of the remaining Joint Venturers and Managing Joint Venturer, if applicable, purchase the interest of the deceased, withdrawing or incompetent Joint Venturer, ("Withdrawing Joint Venturer") with assets valued as the average of two appraisals, cost of same to be shared equally by Joint Venture and the Withdrawing Joint Venturer, in the event appraisals are not within 5% of each other, a third appraisal shall be had and the two appraisals that are within 5% of each other or closest shall be used. The remaining Joint Venturers shall have thirty (30) days from the time of the appraisal to purchase Withdrawing Joint Venturer's interest or said Withdrawing Joint Venturer is free to sell his interest to anyone of his disignati disignation.

(D) If anyone of the parties hereto shall dissolve, become bankrupt shall file a voluntary petition in bankruptcy (or take equivalent action under state law) the remaining Joint Venturers shall do all things necessary to conclude Joint Venture affairs, including the completion of the Joint Venture, the collection of all monies and property due to the Joint Venture, the settlement of all debts and liabilities of the Joint Venture and the distribution of its assets. Such dissolved or bankrupt party or its legal repressentatives shall have no further voice in the performance of the purpose of the Joint Venture in the management of the Joint Venture. The participation of such dissolved or bankrupt party, or its representatives, in the profits of the Joint Venture shall be determined as set forth in Section II herein. Such dissolve or bankrupt party and its successors or representatives shall be charged with and shall be liable for its full share, as fixed in said Section 11.2 (A) hereof, of any and all losses that may be suffered by the Joint Venture under the performance of this Joint venture or any additions or supplements hereto or modifications thereof.

14. MISCELLANEOUS.

14.1 Notices. All notices provided for under this Agreement shall be in writing and shall be sufficient if sent by registered or certified mail to mail to the last known address of the party to whom such notice is sent, being either a Joint Venturer or, in the case of a deceased Joint Venturer, any one of his or her Personal Representatives. Any such notice shall be effective upon hand delivery to the addressee or upon deposit, postage prepaid, in the United States mail at the addresses shown in Section 3 herein.

14.2 Accounting Method. The joint Venture shall keep its accounting methods and shall report its income for income tax purposes on the method of accounting, or upon any method as agreed upon by the Joint Venturers, same as being consistent with approved and accepted accounting practices and principles.

14.3 Fiscal Year. The fiscal year of the Joint Venture shall terminate on the 31st day of December of each year. At the end of each such accounting period, the Joint Venture books shall be closed and the net income or loss and net capital gain or loss shall be separately ascertained in accordance with generally accepted accounting principals.

14.4 Total Agreement. This Agreement supersedes and renders void any agreement of Joint Venture heretofore entered into by and between any of the parties hereto.

14.5 Borrowing Capital. Whereas, it may become necessary during the conduct of this Joint venture to borrow money and give securie security against the property of this Joint Venture it is hereby agreed among the Joint Venturers, that in case this does become necessary to borrow money, the Note of the Joint Venture signed by all of the Joint Venturers in the name of said Joint Venture and any Mortgage given on the real estate or personal property of said Joint Venture and executed by all of the Joint Venturers, or Successors, either in the name of the Joint Venture or in the name of the Joint Venturers, shall be binding upon the Joint Venture and upon said Joint Venturers.

14.6 Governing Law. Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable laws of the State of Wisconsin.

14.7 Binding Effect. The covenants herein contained shall be mutually binding upon and inure to the benefit of the parties hereto their heirs, legatees, distributees, executors, administrators, personal representatives, successors or assigns of the Joint Venturers, and upon any person or persons claiming under or through any one or more of said Joint Venturers.

14.8 Amendment. This Agreement may be amended only in writing signed by the Joint Venture.

14.9 Arbitation. Any controversy, claim or dispute arising out of or in connection with the Agreement, its purpose or in the project shall, upon all, upon any parties written request, be settled by arbitration under the American Arbitration Association rules then obtaining judgment upon arbitration award, if any, may be entered in the highest of court or any Forum, State or Federal, having jurisdiction.

14.10 Premiums. To the extent possible all insurance premiums and premiums incurred and performing the purpose of this Joint Venture shall be paid by the Joint Venture and shall be divided among the agents and brokers of the parties in the proportion to the interest or the parties in the Joint Venture.

14.11 Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define and limit the scope, extent or intent of this Agreement or any provision thereof.

14.12 Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidbility shall not effect the validity of the remainder hereof.

14.13 Waiver. No failure by any Joint Venturer ti insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of aer of any such breach or of such or any such or any other covenant, Agreement, term or condition.

14.14 Bond Indemnification. In the event of any of the parties is presently undertaking performance of a construction contract including the contract for which the purpose of this Joint Venture has been created, under conditions where performance and/or payment bonds required in connection with any such contracts can not be procured from the sureties furnishing personal indemnity of an officer and/or stockholder and/or general partner and/or limited partner of the party or by the giving of other indemnity, the party agrees that to the extent such indemnification as aforesaid shall be furnished to any suchsurety, the same in like amount shall be extended to the Joint Venture.


ATTEST A Wisconsin corporation
By: _______________________ By: _______________________



ATTEST A Wisconsin corporation
By: _______________________ By: _______________________


STATE OF WISCONSIN

COUNTY OF

On this _____ day of _____ , before me _______________, a Notary Public, personally appeared __________________, who acknowledged himself to be the President of ______________________, a Wisconsin corporation, and that he, being authorized to do so, executed the foregoing instrument of behalf of saidcorporation by its authority.

Notary Public
County, Wisconsin
My Commission: Is Permanent


STATE OF WISCONSIN

COUNTY OF

On this _____ day of _____ , before me _______________, a Notary Public, personally appeared __________________, who acknowledged himself to be the President of ______________________, a Wisconsin corporation, and that he, being authorized to do so, executed the foregoing instrument of behalf of saidcorporation by its authority.

Notary Public
County, Wisconsin
My Commission: Is Permanent