Joint Venture Agreement Amendments {AGR-311}

JOINT VENTURE AGREEMENT AMENDMENTS This JOINT VENTURE AGREEMENT ("Agreement") is made on , 20 between and . RECITALS The Joint Ventures have agreed to make contributions to a common fund for the purpose of acquiring and holding: called the , whose duty it shall be to hold each of the undivided fractional parts in the business interest for the benefit of, and as agent for, the respective Joint Ventures. 2. Contributions. The Agent acknowledges that he has received from each of the Joint Ventures, for the purpose of this joint venture, 3. Acquisition of Business Interest. The Agent is authorized to acquire for it as follows: $ in cash, and the balance of $ by a note in that amount. The note shall bear interest at the rate of %, shall be due and payable on [due date], with prepayment privileges, and shall be secured by which the Agent is authorized to execute and deliver. 4. Profits. The Agent shall hold and distribute the business interest and shall receive the net profits as they accrue for the term of this Agreement or so long as the Joint Ventures are the owners in common of the business interest, for the benefit of the Joint Ventures as follows: Name of Joint Venture Proportion 5. Expenses of Venture. All losses and disbursements incurred by the Agent in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture, be paid by the Joint Ventures, on demand of the Agent, in the ratio which the contribution of each Joint Venture bears to the total contributions set forth in Paragraph 2. 6. Liability of Agent. The Agent shall be liable only for his own willful misfeasance and bad faith, and no one who is not a party to this Agreement shall have any rights whatsoever under this Agreement against the Agent for any action taken or not taken by him. 7. Term. This Agreement shall terminate and the obligations of the Agent shall be deemed completed on the happening of either of the following events: (a) the receipt and distribution by the Agent of the final net profits accruing under the business interest; or (b) termination by mutual assent of all joint ventures. 8. Compensation of Agent. Unless otherwise agreed to in the future by a majority in interest of the Joint Ventures, the Agent shall not receive any compensation for services rendered by him under this Agreement. 9. Arbitration and Attorneys Fees. The Joint Ventures agree that any dispute, claim, or controversy concerning this Agreement or the termination of this Agreement, or any dispute, claim or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in [City], [State] in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator?s decision in any court having jurisdiction. The Joint Ventures will pay the costs and expenses of such arbitration in such proportions as the arbitrator shall decide, and each Joint Venture shall separately pay its own counsel fees and expenses. 10. Governing Law; Consent to Personal Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF WITHOUT REGARD FOR CONFLICTS OF LAWS PRINCIPLES. EACH JOINT VENTURER HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF FOR ANY LAWSUIT FILED THERE AGAINST ANY PARTY TO THIS AGREEMENT BY ANY OTHER PARTY TO THIS AGREEMENT CONCERNING THE JOINT VENTURE OR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT. In witness whereof the Agent and the Joint Ventures have signed and sealed this Agreement. Date: Date: Date: American LegalNet, Inc. © www.FormsWorkFlow.com