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Joint Venture Formation Agreement

This Joint Venture Formation Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Date], by and between ApexTech Group, having its principal place of business at [ApexTech Address], (hereinafter referred to as "ApexTech") and InnovateMarketing Solutions, having its principal place of business at [InnovateMarketing Address], (hereinafter referred to as "InnovateMarketing").

1. Formation and Purpose

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. Contributions and Capital

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. Ownership and Profit-Sharing

3.1. Ownership Structure

ApexTech and InnovateMarketing shall each hold a 50% interest in the Joint Venture.

3.2. Profit-Sharing

All profits, losses, and expenses of the Joint Venture shall be shared equally by the Parties in accordance with their respective ownership interests.

4. Management and Control

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.

4.2. Decision-Making

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. Responsibilities

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. Intellectual Property

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.

6.2. Licensing

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.

7. Confidentiality

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. Term and Termination

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. Governing Law and Dispute Resolution

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].

10. Miscellaneous

10.1. Notices

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.

10.3. Amendments

This Agreement may be amended only by a written instrument executed by the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

ApexTech Group: InnovateMarketing Solutions:

______________________________ ______________________________
[Authorized Signatory] [Authorized Signatory]
[Printed Name and Title] [Printed Name and Title]