BASIC JOINT VENTURE AGREEMENT

This Agreement is entered this the _________ day of __________, 20___, by and between ______________________________________________________________ (Names of Joint Venturers) hereinafter collectively referred to as the Joint Venturers.

WITNESSETH

WHEREAS, the Parties to this Agreement desire to form a Joint Venture hereinafter referred to as the "Venture" for the term and upon the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the Parties hereto agree as follows:

1.	The Parties hereby form a Venture which shall be governed in all respects by the laws of ___________________ (State).  The Venture shall conduct business under the name of _________________________________________ and shall have its principal place of business at ____________________________________________ (Location).

2.	The purpose of the Venture is to _________________________________________ (Describe the Purpose).

3.	The Venture shall begin on ____________________ (Date) and continue thereafter for ___________ years unless earlier terminated by the completion of the intended purpose, pursuant to this Agreement, or by the death, disability, insanity, resignation, retirement, withdrawal, expulsion, or bankruptcy of all the then Joint Venturers. 

4.	Each Joint Venturer has made the following contribution to the initial capital of the Venture:

                   Name                                                      Contribution
_____________________________   _________________________________
_____________________________   _________________________________
_____________________________   _________________________________
_____________________________   _________________________________

5.	Should the Managing Joint Venturers determine at any time by their vote that additional capital is required, then the Joint Venturers shall each contribute the additional capital called for by the Managing Joint Venturers according to their then percentage share of the profits.

6.	The profits of the Venture shall be divided as follows:

                      Name                                                 % Share of Profits
_____________________________   _________________________________
_____________________________   _________________________________
_____________________________   _________________________________
_____________________________   _________________________________

7.	Upon the dissolution of the Venture, each Joint Venturer shall have the right to demand return of the capital he/she contributed to the Venture subject to the paragraph on dissolution.  Unless otherwise provided in this Agreement, no Joint Venturer shall have any priority over another Joint Venturer as to the return of capital.

8.	Distributions to the Joint Venturers of net operating profits of the Venture, as hereinafter defined, shall be made at such time as the Joint Venturers shall reasonably agree and shall be made to the Joint Venturers simultaneously.  For the purpose of this Agreement, net operating profit for any accounting period shall mean the gross receipts of the Venture for such period, less the sum of all cash expenses of operation of the Venture, and such sums as may be necessary to establish a reserve for operating expenses.

9.	The Managing Venturers may pay such compensation to any Joint Venturer as they deem reasonable.

10.	All Joint Venturers shall have the right to vote with respect to the management and conduct of the business of the Venture according to their then percentage share of the profits.  Except as otherwise herein set forth, a majority vote shall constitute the action of the Venture.

11.	Upon the dissolution of the Venture, the assets of the Venture may be sold and all debts and other amounts due the Venture may be collected.  These proceeds shall then be applied to discharge the debts and liabilities of the Venture and any expenses of the liquidation.  Next, the proceeds shall be applied to pay any unpaid salaries, drawing accounts, or interest or profits to any Joint Venturer so entitled.  Capital contributions will then be repaid to each Joint Venturer and finally any surplus will then be divided among the Joint Venturers according to their respective shares of the profit. 

IN WITNESS WHEREOF, the parties have signed this agreement the date first mentioned above.

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