Sample Joint Venture Agreement

Effective this Date: December 6, 2010

Between Acme Brothers Manufacturing Company LLC, “Acme Brothers”

A New York State Limited Liability Corporation

Based at 4000 State Road, Townville NY. 00000

And Whoopie Manufacturing Partners Limted Corporation, “Whoopie LP”

A Pennsylvania State Limited Partnership

Based at 55555 State Route 000, Village City PA. 00000

Agreement Summary

1.1

The business of this joint venture shall be to manufacture and sell widget X. Items further describing this summary are found in Exhibit A.

1.2

This joint venture agreement shall commence on the effective date of December 6, 2010 and shall continue until the agreement is terminated or dissolved by either party or by law.

Definitions

2.1

The definitions described in this section shall comprise the meaning of the words used in this agreement.

2.2

List any definitions for certain words in this section.

Allocations

3.1

JV Company shall maintain adequate records and bookkeeping practices at its principal place of business. These records and bookkeeping shall demonstrate a true and accurate account of all business conducted by JV Company.

3.2 Profit and Loss Distribution

Commencing the Effective Date and continuing until dissolution or termination of this agreement, all profits, losses and other allocations shall be distributed to each party to this agreement in the following percentages:

Acme Brothers: 49%

Whoopie LP: 51%

3.3 Rights and Duties

(insert name) shall be the sole designated authority responsible for the outcome of the joint venture. All issues or concerns shall be addressed to said designated person(s)

3.4 Business of JV Company

(insert name(s)) shall have full and complete authority and discretion in the management and control of JV Company business as stated herein. Stated person(s) shall make all decisions affecting JV Company business. All and any action taken by stated person shall constitute an act of the company and said company shall be bound by the action.

Affected Third Parties

4.1 Validity of Transactions

Affiliates associated with any parties to the agreement may also be engaged to perform service for JV Company. The validity of any transaction, agreement or payment involving JV Company and affiliates of the parties involved shall not affect the operating agreement or relationship between the Affiliate and the party involved.

4.2

The parties to the Agreement and their affiliates may have interests in business other than business of JV Company. The Joint Venture shall not have rights to income or other proceeds drawn from other business interests. If the business of the Joint Venture and the affiliate may be competitive with the parties involved such business shall not be deemed wrongful or improper.

Expenditures

5.1Payment

All expenses of JV Company shall be paid by (insert partner name) and shall be reimbursed by the Joint Venture according to the allocations established in Section 3.2 above.

Indemnification

6.1 The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interest of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgements, liabilities, expenses and amounts paid in settlement of any claims sustained by it in conjunction to the Joint Venture.

Dissolution

7.1 Events Causing Dissolution

The Joint Venture shall be dissolved upon the occurrenceof any of the following events:

a)The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties.

b)The sale or other disposition, not including an exchange of all, or substantially all, of the Joint Venture or its assets

c)Mutual agreement for dissolution of all parties to the Joint Venture

General Provisions

8.1 Independent Contractors

The relationship between all parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give any other party the power to direct and control the day-to-day activities of any other party. No party shall have any right, power or authority to enter into any agreement for, or on behalf of, or bind, any other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between any party or impose any liability attributable to such relationship upon any other party to the Agreement.

8.2 Governing Law and Jurisdiction

This Agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of (insert state), without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of (insert state). Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address of record. Such service becomes effective thirty (30) days after such mailing has occurred.

8.3 Entire Agreement

This Agreement, including the attached exhibits, constitutes the entire Agreement between parties concerning this transaction, and replaces all previous communications, representations, and Agreements whether verbal or written between parties to this Agreement or their representatives. No representations or statements of any kind made by any party which are not expressly stated in this Agreement, shall be binding on any party.

8.4 Amendments

No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in any party’s purchase orders, or in any other business forms employed by any party will supersede the terms and conditions of this Agreement.

8.5 Notices

Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to another party at the address provided for as stated above. Delivery shall be deemed effective three (3) days after deposit with postal authorities.

8.6 Legal Costs

In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees and court costs.

8.7 Inadequate Legal Remedy

All parties understand and acknowledge that violation of their respective covenants and Agreements shall cause irreparable harm and damage to other parties that may not be recovered by law. Each party agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity.

8.8 Delay is Not a Waiver

No failure or delay by any party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, poweror remedy.

8.9 Force Majeure

In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of the benefits because of any Act of God, fire, flood, governmental action, orders, restrictions, strike, system failure or other reasons preventing performance beyond reasonable control not caused by negligence of the non-performing party; the affected party shall give immediate notice to other parties and shall make reasonable best efforts to resume duties and performances. Failure to meet due dates because of a Force Majeure shall result in an extension of the due date to a reasonable date specified.

8.10 Assignment of Contract

Unless expressly set forth within this Agreement, no parties may transfer, assign either directly or indirectly, this Agreement or the rights and obligations herein without written permission of the other parties involved. Any assignment made is considered null and void without said written permissions. Subject to the foregoing, this Agreement shall be binding upon the successors and assigns of any party bound by this Agreement.

8.11 Certain Sections Invalid

If any provisions of this Agreement are found by a court or competent jurisdiction to be invalid under any applicable rule of law, they are to that extent to be deemed omitted. The remaining provisions and portions of this Agreement shall remain in full force and effect.

We have carefully reviewed this contract and agree to and accept all of the terms and conditions. The Agreement becomes binding and legal on the Effective Date above.

(insert company name, signatory name, signatory title for each party to this agreement here)