Joint Venture Formation Agreement An agreement for forming a joint venture, specifying joint venture terms, contributions, responsibilities, and profit-sharing.
1.1. Formation of Joint Venture
The Parties hereby agree to form a joint venture (the "Joint Venture") in accordance with the terms and conditions of this Agreement and the applicable laws of the United States.
1.2. Purpose of the Joint Venture
ApexTech and InnovateMarketing (collectively, the "Parties") enter into this Agreement for the purpose of jointly developing and marketing tech products as part of their respective businesses (the "Purpose").
2.1. Initial Contributions
Each Party agrees to make the following initial contributions to the Joint Venture:
a) ApexTech shall contribute technology, intellectual property rights, and expertise in the development of tech products;
b) InnovateMarketing shall contribute marketing expertise, marketing channels, and client relationships.
2.2. Additional Contributions
Any additional contributions required for the operation and management of the Joint Venture shall be determined and agreed upon in writing by the Parties.
3.1. Ownership Structure
ApexTech and InnovateMarketing shall each hold a 50% interest in the Joint Venture.
All profits, losses, and expenses of the Joint Venture shall be shared equally by the Parties in accordance with their respective ownership interests.
4.1. Management Structure
The Joint Venture shall be managed by a joint management committee (the "Committee") composed of an equal number of representatives from each Party.
Decisions of the Committee shall be made by a simple majority of the representatives present at a meeting, provided that at least one representative from each Party is present.
5.1. ApexTech Responsibilities
ApexTech shall be responsible for the development, maintenance, and technical support of the tech products under the Joint Venture.
5.2. InnovateMarketing Responsibilities
InnovateMarketing shall be responsible for marketing, promotion, and sales of the tech products developed under the Joint Venture.
6.1. Ownership of Intellectual Property
All intellectual property rights related to the tech products developed by the Joint Venture shall be jointly owned by the Parties, subject to the terms and conditions of this Agreement.
Each Party grants the other Party a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and sublicense any intellectual property contributed by such Party to the Joint Venture, solely for the Purpose.
Each Party agrees to maintain the confidentiality of all confidential information of the other Party that is disclosed during the term of this Agreement, and to use such confidential information only for the Purpose of the Joint Venture.
8.1. Term of Agreement
This Agreement shall become effective on the date first above written and shall continue for an initial term of [Number] years, unless earlier terminated in accordance with this Article 8.
8.2. Termination for Cause
Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.
8.3. Termination upon Mutual Consent
This Agreement may be terminated at any time by mutual written consent of both Parties.
9.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States.
9.2. Dispute Resolution
Any disputes arising out of this Agreement shall be resolved by final and binding arbitration under the rules of the American Arbitration Association, with the arbitration taking place in [Arbitration Location].
All notices under this Agreement shall be in writing and shall be deemed delivered when actually received by the intended recipient or when sent by email, provided that a confirming copy is contemporaneously sent by registered mail, return receipt requested.
10.2. Entire Agreement
This Agreement, including any Exhibits attached hereto, represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral.
This Agreement may be amended only by a written instrument executed by the Parties.
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