Author Topic: Your 'template' for a simple Partnership/JV Agreement between you and your buddy  (Read 6440 times)

dogboy

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Years ago, I posted a 'branded affiliate agreement' I used to promote other companies' services, using my own domains...  today I present to you a very simple Partnership/JV Agreement you are welcome to copy and improve upon...


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JOINT VENTURE AND PARTNERSHIP AGREEMENT

This agreement is entered into this 5th day of February, 2011, by and between DOGBOY (hereinafter referred to as 'DOGBOY') and PARTNER (hereinafter referred to as 'PARTNER') who do hereby enter into this Joint Venture and Partnership Agreement, a statement of which is as follows.

WITNESSETH
WHEREAS, the address of DOGBOY is 420 Somewhere f###ing Cool, Fort Lauderdale FL, 33308

WHEREAS, the address of PARTNER is ______________________________________________________________

WHEREAS, DOGBOY has over thirteen years of web experience conceptualizing and developing a multitude of online ventures, and is an expert Search Engine Optimizer (SEO) and Web 2.0 Social Marketer, with extensive experience sourcing, building, and managing strategic partner and supplier relations, and

WHEREAS, PARTNER has over ____  years of experience in ______________________________________

WHEREAS, PARTNER has requested DOGBOY to further conceptualize and build an online ‘entity’ (i.e. website, Facebook App, etc.) as required to meet their common objective, at cost, in order to jointly 1.) Resell the entity and/or it’s components and to maximize the profits from its sale, or 2.) Maximize the profits from its day-to-day operation, and split these profits evenly between the two parties.  It is further understood that both parties will be required to fund the entity on an equal basis in the form of either cash and/or services. In this way, the equity position of PARTNER and DOGBOY will remain proportional to the amount of costs (in hard costs and labor) supplied by two parties.

WHEREAS, for purposes of this Agreement the term “cost” shall be defined to mean the cost to DOGBOY for the labor to perform the services contemplated herein plus the material or ‘parts’ cost and charges to PARTNER without any other charges, commissions, profits or inflated pricing added on.

WHEREAS, the parties have reached and understanding with respect to said online entity which they desire to put to writing. Now, therefore, in consideration the mutual covenants and agreements herein contained and intending to be legally bound hereby, the parties covenant and agree as follows:
1.   The preambles to this Agreement are incorporated herein by reference and made a part hereof.

2.   The parties acknowledge that it is DOGBOY’s intention to borrow the sum of $10,000.00 or more, from time to time from his father, DOGBOY Sr., in order to complete the initial online entity.  DOGBOY will use his knowledge and technical expertise to build and complete the entity and components with the most economical methods and means possible and at cost, as defined in the preamble above.

3.   Both parties will collectively attempt to operate or sell the entity at a profit and the entity will be sold and operated upon terms and conditions mutually agreeable to the parties.

4.   Out of the proceeds of any sale the initial Lender (DOGBOY Sr.) will first be entitled to the sums advanced by it, plus interest at the rate of (6%) percent per annum on such sums from the date of advancement to the date of receipt of the proceeds. If there have been any additional out-of-pocket cost expenses they will be next to be paid out of said proceeds.  Current and near future operating expenses are 3nd in line to be paid out of the proceeds. Any excess funds will be considered to be the net profits which will be proportionally divided between the parties 50/50 hereto based upon their equity positions.

5.   DOGBOY will only be required to build the initial online entity and ensure it is  free and clear of additional liens and encumbrances and that it is under budget. During this time PARTNER will assist wherever needed in a backup role, since he was the one to conceive the high level idea of XXXXX, and it was DOGBOY’s job to turn that into a ‘doable’ idea, from a conceptual, financial, and technical standpoint. Once both parties agree DOGBOY has accomplished this task to both parties satisfaction, both DOGBOY and PARTNER agree nothing more is required in order to secure a 50/50 split of the company.

6.   This Agreement shall be considered to have been entered into in the Commonwealth of Florida, the laws of the Commonwealth of Florida shall apply and the jurisdiction and venue shall be in Fort Lauderdale, Broward County in the Commonwealth of Florida.

7.   In the event of a dispute, the parties agree to submit any such dispute to binding arbitration before the American Arbitration Association with the understanding that any arbitration proceedings shall be conducted in Fort Lauderdale, Florida. It is agreed that arbitration shall be the exclusive remedy for the resolution of any such dispute.

8.   This agreement constitutes the entire contract between the parties hereto with respect to the subject matter thereof there are no other understanding, oral or written, relating to the subject matter hereof. This Agreement may not be changed, modified or amended in whole or in part, except in writing signed by the parties.

9.   This agreement in all of its terms and conditions shall extend to and be binding upon the parties hereto and their respective heirs, personal representatives, successors and /or assigns.

10.   This Agreement may be executed in counter parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The Parties to this undertaking do further consent, stipulate and agree that an electronic designation or signature entered upon the signature line to this Agreement shall have the same effect and be as binding as though made and signed by hand and that a copy of this dually executed Agreement, made from an electronic transmission of the document, shall be entitled to the same treatment and effect as an original document executed by hand.
   

   IN WITNESS WHEREOF, the parties hereto intending to be bound hereby have signed and sealed this Agreement on the date and year first above written.

_____________________________________
by DOGBOY


____________________________________
by PARTNER
« Last Edit: February 09, 2011, 09:03:06 PM by dogboy »

eurotrash

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Like there is anywhere f###ing Cool in Ft. Lauderdale ;D

dogboy

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oh how I beg to differ....

Welcome to South Florida, baby:)











dogboy

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here, if it makes you feel better... the other side of life...












dogboy

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...I've had the sincere pleasure of calling both theses places my home:)

dogboy

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I have pics like this from when I lived in the desert in AZ and also AK... and CO, ID, CA 2X, etc... but the pics are all on paper.

One time I flew 200 miles North of Nome, to an Indian Village, in a twin Cessna loaded with 18 dogs and gear and supplies for 2 weeks... you want to see bleak country? My pics look like stuff is floating on a white wall:)

So every time I post a pic of nice weather, ask yourself if you have ever been this cold...



...I have:)




Peter

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You're a lucky man - they are spectacular photos.

eurotrash

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OK DB but Boynton Beach is just a notch better.

dogboy

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I have honestly never met anyone luckier, and the Florida shots were with my phone:)

...but let's hear it for the contract!  I liked how I pinned myself to deliver 'at cost' and that the company had to to be managed for profit. The money part is pretty universal too... It has to come from somewhere and it needs to go somewhere. Both are addressed but deliberately vague because we don't really know where it's really going to go, nor feel that compelled to really spec it out.

I dunno, I think I'm going to do more collaborative projects and thought you might someday have a need for something like this.

The pictures are just to add a little color to an otherwise not too exciting thread:)


dogboy

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Dude, you ever get to boynton beach, and I'll by you a drink waaaaaaaay down here (29 miles away) and we'll talk it over poolside:).

eurotrash

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I'll by you a drink waaaaaaaay down here (29 miles away) and we'll talk it over poolside:).

I'll hold you to that next time I'm visiting the in-laws - surely "a drink" is a typo

dogboy

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Never underestimate the power of one drink with me... You have no idea where that might lead us down here:)

grnidone

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I CALL FOUL!!

A dog 200 miles north of Nome and he's sleeping on a patch of prairie grass.   ???
I thought there was only lichens and other types of small mosses growing there...

Are you sure you are not mistaken with this picture?

dogboy

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Hehe busted:). That pic was in Russia. They gave us straw.  And while that storm became a typhoon 3 days later, it was not the coldest I've ever been.... Got a 3 way tie:

The coldest recorded temp was -67F in Fairbanks, without windchill because there wasn't any. I even have a picture of the thermometer at around -62.

The coldest I remember really fighting with the cold was when a dog got loose and lost at about -47 and I had to spend a total of 8 hours on a snow machine. When I got off and took off my wire rimmed glasses I realized that what I saw (but couldn't feel at the time) was that I had peeled my skin off with my glasses, which had frozen together, and I had frozen my ears, and blistered my nose, and cheeks. I still have issues because of that and extra cold sensitive ears now (not kidding)

The all time coldest was somewhere East of Tok, Just into the NW territories, in mid december with no light, and we were transporting 36 dogs South via the AlCan. I don't know how cold it really was but the dogs refused to come out of their holes and their empty pans literally blew away before I could get food in them. I would put that into the well below 100 below with windchill, easy. It was so cold we never even mentioned it on that trip; it would have been like reminding your partner your heart was beating every 2 seconds. In other words, if you don't know, the number one rule when dealing in unpleasant situations is remembering that you put yourself in that situation and talking about it only brings it to the surface again, so if you can't change it, stfu, and get on with your work.

Other things that I remember:

-sheering a mull head (sledge hammer one side, thick axe head on other) in half, sideways, while splitting wood at 45
below
- shattering a vynal car seat like glass at 50 below.
- the whaling sound of a truck engine trying to start after being plugged in for only a few hours.
- my outhouse/ice house behind my cabin in AK, with a styrofoam seat.  Nuff said:)

...now all that is 5 years and 5000 miles ago:)