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__________________________ "Second Party": _________________________________ Joint Venture Agreement 9 portion thereof, in the Venture without the prior written consent of all Partners. IN WITNESS WHEREOF, this Agreement is executed as of the date and year first above written. "First Party": _______, negotiations or representations not expressly set forth in this Agreement are of no force and effect. (k) No Partner shall sell, assign, mortgage, hypothecate or encumber his or her interest, or anynd only agreement of the Partners relating to the Venture and correctly sets forth the rights, duties and obligations of each to the other(s) as of its date. Any prior agreements, promises, amendmentss and agreements provided for or permitted by this Agreement shall be in writing and a signed copy thereof shall be filed and kept with the books of the Venture. (j) This Agreement contains the sole a remedy exclude or be deemed to be a waiver of any right or remedy at law or in equity which may be available to a partner including any rights to damages or injunctive relief. (i) Any and all consentmulative and no one such remedy shall be exclusive of any other and the exercise of any one shall not preclude the exercise or be deemed a waiver of any other remedy nor shall the specification of any in connection with the performance of his, her or its obligations hereunder to carry out the intent of the Venture. (h) The remedies accorded herein or otherwise available to the Partners shall be cuby each of the Partners. (g) Each Partner shall execute and deliver any and all additional papers, documents and other instruments and shall do any and all further acts and things reasonably necessary be deemed a waiver of any preceding or succeeding breach of the same or any other covenant or condition. (f) This Agreement may not be amended or changed except by a written instrument duly executed pliance with law or guild or union agreement. Joint Venture Agreement 8 (e) No waiver by any party hereof of any failure by any other party to keep or perform any covenant or condition hereof shallon agreement and the latter shall prevail, then the provisions of this Agreement affected shall be modified to the extent (but only to the extent) necessary to remove such conflict and permit such com which may, from time to time, be in effect and by its terms controlling of this Agreement. If there is any conflict between any provision of this Agreement and any such applicable law or guild or uni shall be construed so as to require the commission of any act or the payment of any compensation which is contrary to law or to require the violation of any guild or union agreement applicable heretoreted and enforced in accordance with the laws of the State of _________________ applicable to agreements executed and to be wholly performed within such state. (d) Nothing contained in this Agreement______________ and any award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with the IFTA Rules. (c) This Agreement shall be construed, interph award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorney's fees and expenses. The arbitration will be held in _____parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon suc__________________ before a single arbitrator familiar with entertainment law. The parties shall have the right to engage in pre-hearing discovery in connection with such arbitration proceedings. The use to accept jurisdiction of such dispute, then the parties agree to arbitrate such matter before and in accordance with the rules of the American Arbitration Association under its jurisdiction in __s may be amended from time to time with rights of discovery if requested by the arbitrator. Such rules and procedures are incorporated and made a part of this Agreement by reference. If IFTA shall refon or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules and procedures of the Independent Film & Television Alliance (IFTA), said rulee of _______________________, applicable to agreements executed and to be wholly performed therein. Any controversy or claim arising out of or in relation to this Agreement or the validity, constructiof the Venture. Notice by mail shall be deemed received one (1) day after deposit in the United States mail. (b)Arbitration: This Agreement shall be interpreted in accordance with the laws of the Statertified mail addressed to the parties at their respective addresses as set forth in Clause 6 hereof, or at such other address as the parties may from time to time designate in writing upon the books ) Notices: All such notices which any party is required or may desire to serve hereunder shall be in writing and shall be served by personal delivery to the other parties or by prepaid registered or cgement of the Venture business, except that such Class B [Partner's/Partners'] written approval and signature shall be required for any sale or other disposition of the Property. 20. MISCELLANEOUS: (aluding the right to approve all Joint Venture Agreement 7 withdrawals; provided, however, that such Class B Partner(s) shall not be entitled to vote on Venture matters or to participate in the manas B Partner(s) shall be entitled to the same economic rights, preferences as to distribution, capital and profits interest in the Venture as was the deceased, incapacitated or disabled Partner(s), inc) in interest of such deceased, incapacitated or disabled Partner(s), which legal representative or successor(s) in interest shall thereafter be deemed [a] Class B Partner(s) in the Venture. Such Clas then upon the death, incapacity or disability of such Partner(s), this joint venture shall not dissolve but shall continue with the remaining Partner(s) and the legal representative(s) or successor(sl for the deceased Partner(s), the joint venture interest of such deceased, incapacitated or disabled Partner(s) cannot be converted to a limited partnership interest without adverse tax consequences,ship business except that such limited [partner's] [partners'] written approval and signature shall be required for any sale or other disposition of the Property. (b) If in the opinion of legal counseased, incapacitated or disabled Partner(s) as [a] limited partner(s) thereof, which limited partner shall not be entitled to vote on partnership matters or participate in the management of the partnerr total disability of a Partner leaving the other Partner(s) surviving, this joint venture shall not dissolve but shall continue as a limited partnership with the successor(s) in interest of such deceer(s) for capitalizing on information learned as a consequence of his connection with the affairs of the Venture. 19. DEATH, INCAPACITY, DISABILITY OF A PARTNER: (a) Upon the death, legal incapacity or Partners an opportunity of participating in same and without any liability whatsoever to the Venture or to any other Partner. Each Partner hereby waives any right he may have against the other Partnther Partners or to the Venture. Any Partner may invest or otherwise participate in such opportunities without notice to the Venture or to the other Partners, without affording the Venture or the otheners shall have any rights in and to said business ventures, or to the income or profits derived therefrom. (b) No Partner shall be obligated to offer any investment or business opportunities to the o in any other business venture of every kind, nature and description, including ventures or enterprises which may be competitive in nature with the Venture, and neither the Venture nor any of the Parts as such gain or loss was shared by the Partners hereunder immediately prior to the dissolution. 18. OPPORTUNITIES AND CONFLICTS OF INTEREST: (a) Any of the Partners may engage or possess an interester. 17. GAIN OR LOSS DURING DISSOLUTION: Any gain or loss arising out of the disposition of assets of the Venture during the course of dissolution shall be borne by the Partners in the same proportion____, respectively, as tenants in common, and in furtherance thereof the Partners hereto agree to promptly execute all necessary and proper assignments and/or other documents to effectuate said transfo the Screenplay and the Picture shall be promptly transferred to and Joint Venture Agreement 6 belong in shares of fifty percent (50%) to _________________ and fifty percent (50%) to _____________ Venture if all the rights in the Property have not been disposed of by the Venture prior to such dissolution then any and all copyrights and copyright rights ancillary thereto of the Venture in and t, (2), (3) and (4) of this Clause 16(b), undivided interests in the assets of the Venture, as valued and constituted on that date. (c) However, it is understood and agreed that upon dissolution of the as otherwise provided in Clause 16(c) hereof, within two (2) years following dissolution, then there shall be distributed to the Partners as tenants in common, subject to the foregoing Subclauses (1)stributed to the Partners in the proportion in which the Partners share the net profits of the Venture at the time of such distribution. If the Partners have not sold the assets of the Venture, except which shall be made in the ratio of their respective capital account balances; (4) Any funds remaining after the amounts described in the foregoing Clauses (1), (2) and (3) have been paid shall be die Partners, shall be paid; (2) Debts owing to the Partners, if any, shall be paid; (3) Distribution shall be made to the Partners of amounts equal to their respective capital account balances, if any,eeds from such liquidation, and the proceeds thereof shall be distributed in the following order of priority: (1) The expenses of liquidation and the debts of the Venture, other than debts owing to thution and liquidation of the Venture, the assets of the Venture shall be liquidated in an orderly manner (subject, however, to the terms of Clause 16(c) hereof), with a view toward maximizing the procding the foregoing, revenue from the Picture shall be distributed in accordance with Exhibit B ("Sample Worksheet") attached. (b) Distribution of Assets on Dissolution and Liquidation: Upon any dissolons of available cash shall be made at such times and in such amounts as in the discretion of the Partners, the business, the affairs and the financial circumstances of the Venture permit. Notwithstanhan that necessary to protect the assets of the Venture, wind-up its business and distribute its assets as provided herein. 16. DISTRIBUTIONS: (a) Distributions Other than Upon Liquidation: Distributi up and assets and properties of the Venture shall be liquidated. Upon the happening of any one of the events mentioned in Clause 15(a) hereof, the Venture shall engage in no further business, other ter Joint Venture Agreement 5 Partner(s), whether pursuant to the provisions of this Agreement or at law or in equity. (b) Upon termination of the Venture, the business of the Venture shall be woundng Partner(s) shall have the right to terminated the Venture pursuant to this Clause (a)(4). Such termination shall not release the defaulting Partner(s) from any obligations or liabilities to the othy Partner(s), which breach is not cured within (e.g., fifteen (15) days) after written notice thereof from the non-defaulting Partner(s); provided, however, it is understood that only the non-defaulti first to occur of the following: (1) The expiration of the term referred to in Clause 2, above; (2) Mutual agreement of the Partners; (3) Operation of law; (4) Material breach of this Agreement by anplay, Picture or Property, subject, however, to their availability. 15. DISSOLUTION AND TERMINATION OF THE VENTURE: (a) The Venture shall be dissolved and terminated and its business wound up upon thet is agreed by the Partners that each Partner shall devote as much time as shall be reasonably necessary to fulfill his, her or its duties and obligations in connection with the Venture and the Screenture and each Partner may develop other properties and engage in other activities in the motion picture and television industries separate and apart from the Venture and the other Partners. However, ind court costs) arising from any breach by such Partner of any representation, warranty or agreement made by such Partner hereunder. 14. EXCLUSIVITY: None of the Partners shall be exclusive to the Ven (6) Each Partner hereby indemnifies and holds harmless the other Partner from and against any and all claims, liabilities, damages and costs (including but not limited to reasonable attorneys' fees awritten consent of the other Partner(s); (5) Shall not incur any cost, expense, liability or obligation in the name or on the credit of the Venture without the written consent of the other Partner(s);umber his, her or its interest in the Venture without the written consent of the other Partner(s); (4) Shall not loan any funds or extend the credit of the Venture to any person or entity without the reement; (2) Shall not encumber or sell any property, assets or intangible rights of the Venture without the written consent of the other Partner(s); (3) Shall not assign, mortgage, hypothecate or encs Agreement. 13. WARRANTIES, INDEMNIFICATION: (a) Each Partner hereby warrants and represents to the other(s) that it: Joint Venture Agreement 4 (1) Has the right and capacity to enter into this agof any such breach to terminate this Agreement or to enjoin or restrain the production, distribution or exhibition of any production (motion picture, television, or otherwise) produced pursuant to thiedited parties in the event of a breach of this clause by the Venture shall be limited to their rights, if any, to recover damages in an action at law and in no event shall they be entitled by reason s Section, and no failure of others to comply with their obligations to the Venture shall constitute a breach of this Agreement by the Venture. The rights and remedies of each of the aforementioned crntially the same as set forth in Clauses 12(a), 12(b) and 12(c) above, unless agreed otherwise by the Partners. (e) No casual or inadvertent failure of the Venture to comply with the provisions of thin in respect of the Picture as producers of the Picture. (d) Credit on other forms of works embodying the Property including, but not limited to, television programs and novelizations, shall be substa will receive credit as Producers. (c) Each of the aforementioned producers shall each be accorded equal credit on positive prints of the Picture in the main titles and in all advertising and promotioin the main titles, on a separate card, and in paid ads and publicity concerning the Picture in substantially the following form: "Written by _________________" _________________ and _________________cture is produced and subject to the requirements of the WGA Minimum Basic Agreement if it applies, _________________ shall be accorded writing and directing credit on positive prints of the Picture, ents with any such motion picture distributor on behalf of the Venture or with regard to the Property without the express written consent and signature of both Partners. 12. CREDITS: (a) Provided a Pi other Partner and consults with same. It is further agreed that, in accordance with Clause 7(a), neither Partner shall have no right to legally bind the Venture to commitments or contractual arrangemr prohibit any partner from engaging in discussions with third parties with respect to distribution of the Picture, provided the Partner fully discloses such discussions and the parties thereto to thendered hereunder by Partners and others, and all decisions regarding the foregoing shall be made only by the unanimous agreement of the Partners. The foregoing provisions are not intended to prevent oget, the motion picture studio and/or distributor, the name of the Screenplay and the Picture, and director, cast, producer, music, writers, and the consideration for any rights granted or services ren and exploitation Joint Venture Agreement 3 of the Property, and all subsidiary and ancillary rights thereto and all exploitation thereof including, without limitation, decisions regarding the budLITIES OF THE PARTIES: The Partners shall have equal power, authority and control over all creative, business, financial and legal matters in connection with the Venture and the development, productioy check or other written instrument which shall require the signature of a representative of _________________ and the signature of a representative of _________________. 11. MANAGEMENT AND RESPONSIBIosited in an account or accounts in the name of the Venture at such bank or banks as may from time to time be selected by the Venture. All withdrawals from any such account or accounts shall be made butstanding obligations to the Venture, any distribution that would otherwise be made shall first be applied toward any such indebtedness or other obligations. (e) All funds of the Venture shall be deps of the Venture for working capital and reserves as mutually determined by the Partners in accordance with Clause 16(a); provided, however, that so long as any Partner has any indebtedness or other oroportions hereinabove specified. (d) From time to time, but no less than annually, the Venture shall make distributions from the capital of the Venture which shall be in excess of the reasonable need made, the net profit or the net loss sustained by the Venture during such fiscal year shall be ascertained and credited or charged, as the case may be, in the books of account of the Venture in the pafter the close of each fiscal year as is reasonably practical, a full and accurate accounting shall be made of the affairs of the Venture as of the close of each fiscal year. On such accounting being a Partner shall be debited, or credited, as the case may be, to his respective capital account. (c) The Venture shall be on a calendar year basis for accounting purposes (the "fiscal year"). As soon eviously posted shall be credited or debited to the respective Partner's income account as of the close of the calendar year. Thereafter, any debit or credit balance remaining in the income account ofties. (b) There shall be maintained for each Partner a capital account and an income account. Each Partner's distributive share of profits and losses, and monthly and end-ofthe-year withdrawals not prl be in accordance with generally accepted accounting principles consistently applied. The Venture shall engage the services of an accountant who shall be selected with the mutual approval of both parnspection by the Partners, or their authorized representatives, during reasonable working hours. The accounting for Venture purposes, including the determination of "net profits" and "net losses" shalincipal place of business of the Venture or at such other place as the Venture may determine, books and accounting records for the business and operations of the Venture. Such books shall be open to ibetween the Partners in shares of fifty percent (50%) each). 10. BOOKS, RECORDS, BANK ACCOUNTS, CHECKING: (a) At all times during the term hereof, the Venture shall keep or cause to be kept, at the prcalculating net profits or net losses of the Venture. (b) Any and all tax credits and/or deductions to which the Venture shall become Joint Venture Agreement 2 entitled shall be allocated (equally ts and expenses approved by both Partners and incurred by any Partner directly on behalf of the Property or the Venture shall be a charge against and shall reduce the gross receipts of the Venture in of all costs, charges, fees and expenses of the Venture including, without limitation, third party gross or net profit participations. For purposes of computing net profits and net losses only the cos in connection with the Screenplay, the Picture, the Property and all uses thereof and ancillary rights thereto (including without limitation, merchandising, music and publishing), less the aggregate n (specify; e.g., equal shares of fifty percent (50%) each). The terms "net profits" and "net losses" as used herein shall be defined as gross receipts received by the Venture from any and all sources hereof. 9. ALLOCATION OF PROFITS AND LOSSES; TAX CREDITS AND DEDUCTIONS: (a) The net profits or net losses of the Venture shall be allocated, credited or charged as the case may be, to the Partners iand to the original Screenplay presently entitled "_________________," pursuant to the terms of that Assignment attached hereto as Exhibit "A" and by this reference incorporated herein and made a part_____________ hereby assign, transfer and convey to the Venture all their respective rights, titles and interests including copyrights and copyright rights and all extensions and renewals thereof, in s, each Partner may contribute whatever portion of the total sum required that each elects to contribute, in its sole discretion. (c) In furtherance of Subclause 8(a) above, _________________ and ____ete the film. Both parties have contributed services. (b) The Partners shall not be obligated to make any additional contributions to the capital of the Venture. If a need for additional capital ariseas contributed approximately $_________________ in capital needed to produce the Picture; _________________ has contributed capital of $_________________. Another $_________________ is needed to complservices of such person as a writer, producer, director or otherwise shall belong solely to such Partner. 8. CAPITAL CONTRIBUTIONS; ADDITIONAL CONTRIBUTIONS. (a) It is acknowledged _________________ hsts) arising out of or pertaining to such unauthorized contract or agreement. (b) The proceeds of any contracts entered into by any officer, director or shareholder of any Partner hereto for personal d contract or agreement on behalf of the Venture will indemnify and hold harmless the non-contracting Partner(s) from all claims, liabilities, damages and costs (including attorneys' fees and court cor(s). It is understood that if any contract or agreement is entered into by a Partner without the express written consent of the other Partner(s), the Partner purporting to enter into such unauthorizes hereto, it being understood that no Joint Venture Agreement 1 Partner shall have the right to bind the Venture with respect to the Property without the express written consent of the other Partne _________________: _________________. 7. CONTRACTS AND AGREEMENTS: (a) All contracts or agreements to be entered into by, on behalf of, or for the benefit of the Venture must be signed by all Partner_, or shall be at such other place or places in ________________ as the Partners shall from time to time determine. 6. NAME AND RESIDENCE OF EACH PARTNER: (a) _________________: _________________. (b)ok publishing rights, shall be owned by and title held in the name of the Venture or its corporation. 5. PRINCIPAL OFFICE: The location of the principal office of the Venture shall be ________________ithout limitation, all copyrights, trade names and trademarks, in and to the Screenplay, the Picture and all other forms of exploitation of the Property, and all ancillary, merchandising, music and boFictitious Business Name indicating that the Venture will be conducting business under said name. 4. TITLE: Any and all property and assets of the Venture as well as all intangible rights, including wANCE: The name of the Venture shall be the "_________________." Upon execution of this Agreement, the Partners may sign and cause to be filed and published in _______________________ a Certificate of of any and all copyrights owned by the Venture in connection with the Property, or (b) the aggregate term of any and all agreements relating to the Property (the "Term"). 3. NAME AND STATUTORY COMPLIterm of the Venture shall commence as of the effective date of this Agreement and, unless sooner terminated in accordance with the provisions hereof, shall continue for the longer of: (a) the durationy _________________ (the "Screenplay"). Said screenplay, and/or Picture and all ancillary rights therein and thereto are hereinafter sometimes collectively referred to as the "Property." 2. TERM: The Venture") for the term hereinafter set forth for the purpose of producing and exploiting an original motion picture currently entitled "_________________" (the "Picture") based on an original script bartners" respectively). NOW, THEREFORE, it is mutually agreed by and between the parties hereto as follows: 1. PURPOSE: _________________ and _________________ hereby enter into a joint venture (the " as of _________________ by and between _________________ ("_________________") and the _________________ ("_________________") (individually or collectively referred to hereinafter as "Partner" or "Pcument with another party. The purchase and use of this form is subject to the "Terms and Conditions" found at www.FindLegalForms.com JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT is effectivebstitute for legal advice. This form should only be a starting point for you and should not be used without first consulting with an attorney. An attorney should be consulted before negotiating any doInformation Joint Venture Agreement Bracketed instructions may be included on this form to assist you in completing it and should be removed before printing. This form is not intended and is not a su