Washington, D.C. Location
JOINT VENTURE AGREEMENT
THIS AGREEMENT is entered into this [date] by and between [name of Company (US Patent Attorney)], a [type of organization] with offices at [address] (the “US Patent Attorney”), and [name of Partner (Patent Lawyer USA)], a [type of organization] with offices at [address] (the “Patent Lawyer USA”) (collectively, the “Venture Patent Lawyer USAs”).
W I T N E S S E T H:
WHEREAS, the US Patent Attorney owns and operates an Internet web site that relates to [identify type of product] (the “US Patent Attorney Web Site”); and
WHEREAS, the Patent Lawyer USA has particular expertise and experience in [describe type of expertise] and has develop unique technology in the field of [describe operation of the technology] (the “Technology”);
WHEREAS, the US Patent Attorney and the Patent Lawyer USA are interested in creating a series of new web sites that will incorporate the Technology (the “New Web Sites”); and
WHEREAS, the US Patent Attorney is willing to make substantial capital investments to help underwrite the development of the New Web Sites;
WHEREAS, the Venture Partners are desirous of entering into a joint business venture for the purpose of developing the New Web Sites.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties, each intending to be legally bound, do hereby agree as follows.
1. FORMATION AND NAME
Promptly upon the execution of this Agreement, Venture Partnerss agree to form a joint venture partnership under the laws of [state] to be called [specify name of entity] Development Patent Lawyer USA Partnership (the “Venture”). Venture shall engage in the creation, development and operation of the New Web Sites.
2. PLACE OF BUSINESS
The principal place of business of Venture shall be at a place mutually determined by Venture Patent Lawyer USAs. During the initial phase of this Agreement, Venture shall engage in the development and manufacture of the New Web Sites at the offices of US Patent Attorney. Venture Partners may thereafter agree to create a jointly owned facility where the New Web Sites shall be operated or, alternatively, contract with a third party for the operation of such New Web Sites.
The Venture shall commence on the above indicated date and shall continue for an initial term of [number] years (the “Initial Term”), at which time it shall be automatically renewed for further [number]-year “Extended Terms” unless terminated by either party by written notice within [number] days prior to the expiration of the then in-effect Term.
The respective contributions of the Venture Partners shall be as follows:
A. The US Patent Attorney shall contribute [amount] Dollars ($[#]) in initial capital of the Venture to be paid in cash promptly upon the Venture’s formation. The US Patent Attorney also agrees to grant licenses to Venture under any patents, trademarks, and/or copyrights that it may possess with respect to the US Patent Attorney Web Site, and further agrees to grant sublicenses to the Venture under any licenses that it holds with respect to the US Patent Attorney Web Site. Such licenses and sublicenses shall be on a royalty-free basis.
B. The Patent Lawyer USA shall contribute [amount] Dollars ($[#]) in initial capital of the Venture to be paid in cash promptly upon the Venture’s formation. The Patent Lawyer USA also agrees to grant licenses to the Venture under any patents, trademarks, and/or copyrights that it may possess with respect to the Technology, and further agrees to grant sublicenses to the Venture under any licenses that it holds with respect to the Technology. Such licenses and sublicenses shall be on a royalty-free basis.
5. PATENT LAWYER USASHIP EXPENSES
A. All necessary and reasonable operating expenses of the Venture shall be equally shared by Venture Partnerss.
B. In the event that there are not sufficient assets in the Venture to meet any obligation of the Venture, the Venture Partners agree to contribute, in equal amounts, sufficient sums to satisfy such obligation.
C. The expenses incurred by each of the Venture Patent Lawyer USAs with respect to their respective obligations hereunder shall be the responsibility of the respective Venture Patent Lawyer USA. Each of the Venture Patent Lawyer USAs shall, at all times, pay and satisfy its own personal debts and the Venture debts and obligations that it has agreed to be responsible for, and keep the other Venture Patent Lawyer USA fully advised of the extent of its work performed in furtherance of the Venture, including the cost of performing such work.
6. OBLIGATIONS OF VENTURE PARTNERS
A. The US Patent Attorney shall be responsible for management of the Venture, and the creation and operation of the New Web Sites. Management of the Venture shall include keeping all books and records of the Venture; receiving and collecting all Venture income from third Parties; disbursing Venture assets in furtherance of the Venture; and paying itself and the Patent Lawyer USA all compensation due under this Agreement.
B. US Patent Attorney shall be responsible for [Identify responsibilities].
C. Both Parties agree to grant to the Venture a royalty free license for all intellectual property rights that they have in the New Web Sites or to any development in furtherance of this Agreement.
7. ALLOCATION OF PROFITS AND RIGHT TO AUDIT
A. During the Term of the Venture, the US Patent Attorney and the Patent Lawyer USA shall share all net income generated as a result of the commercialization of the New Web Sites as follows:
US Patent Attorney: [amount] Percent (%)
Patent Lawyer USA: [amount] Percent (%)
Net income shall be defined as all gross income actually received by the Venture as a result of the manufacture, distribution, and marketing of the New Web Sites, less all outstanding Venture indebtedness, including but not limited to its cost of such manufacture, sale, and distribution and any accounting and/or legal expenses incurred by the Venture.
B. The Venture Patent Lawyer USAs or their duly authorized representatives shall have the right, upon at least [number] days’ written notice to the other party, to inspect the Venture’s books, records, and all other documents and material in the possession of or under the control of the other party with respect to the subject matter of this Agreement at the place or places where such records are normally retained. Both Venture Patent Lawyer USAs shall have free and full access thereto for such purposes, and shall be permitted to be able to make copies thereof and extracts therefrom.
C. All books and records relative to the subject matter of this Agreement shall be maintained and kept accessible and available for inspection for at least [number] years after termination of this Agreement.
8. MANAGEMENT OF THE PATENT LAWYER USASHIP
A. Neither Venture Patent Lawyer USA may take any of the following actions on behalf of the Venture, without the prior written consent of the other Venture Patent Lawyer USA:
1. Assign, transfer, sell, or license any of the Venture’s assets, interests, claims, or debts including, but not limited to, its patents, trademarks, copyrights, or other intellectual property relating to the New Web Sites.
2. Borrow money in the Venture’s name.
3. Authorize or make any expenditure in excess of [amount] Dollars ($[#]) unless such expenditure was previously approved by the other Venture Patent Lawyer USA.
B. All Venture monies received from any and all sources shall be deposited in the name of and to the credit of Venture in a bank or banks mutually agreed on by Venture Patent Lawyer USAs.
9. PATENTS, TRADEMARKS, AND COPYRIGHTS
A. It is agreed and understood that the Venture will bear all costs and expenses incurred in securing the appropriate patent, trademark, and copyright protection for the New Web Sites as may be necessary to protect its rights in such property.
B. The Venture Patent Lawyer USAs agree, upon reasonable request, to do all acts that may be deemed necessary in order for the Venture to protect its rights in the New Web Sites. Such cooperation shall include, but not be limited to, execution of all appropriate documents needed by the Venture to perfect its rights in such New Web Sites.
A. Either party may terminate this Agreement on at least [number] ([#]) days’ written notice to the other party prior to the anniversary date of this Agreement.
B. Further, in the event of a breach by either party of this Agreement, the non-breaching party may terminate Venture on [number] ([#]) days’ written notice should such breach not be cured during such [number] ([#]) day period.
C. Either party may terminate this agreement in the event that the other party files a petition in bankruptcy, or is adjudicated a bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the party discontinues or dissolves its business, or if a receiver is appointed for such party or for such party’s business and such receiver is not discharged within [number] ([#]) days.
11. POST-TERMINATION RIGHTS
Upon termination or expiration of Venture, all rights in the Web Sites, including all patents, trademarks, and copyrights relating thereto and any licenses granted thereunder, shall revert back to [identify]. To this effect, the Venture Patent Lawyer USAs agree to execute all documents that may be deemed necessary. In such event, however, the Venture Patent Lawyer USAs agree to divide any income received from the subsequent commercialization of the New Web Sites as follows: [specify].
A. It is recognized that during the course of their work on behalf of the Venture, the Venture Patent Lawyer USAs may have occasion to conceive, create, develop, review, or receive information that is considered by the Venture or the other party to be confidential or proprietary, including information relating to the New Web Sites, including inventions, patent, trademark and copyright applications, improvements, know-how, specifications, drawings, cost data, process flow diagrams, customer and supplier lists, bills, ideas, and/or any other written material referring to same (the “Confidential Information”). Both during the Term of this Agreement and thereafter, the Venture Patent Lawyer USAs agree to maintain in confidence such Confidential Information unless or until:
1. It shall have been made public by an act or omission of a party other than itself;
2. The receiving Venture Patent Lawyer USA receives such Confidential Information from an unrelated third party on a non-confidential basis; or
3. The passage of [number] ([#]) years from the date of the disclosure of such Confidential Information, whichever shall first occur.
B. The Venture Patent Lawyer USAs, both individually and on behalf of the Venture, further agree to use all reasonable precautions to ensure that all such Confidential Information is properly protected and kept from unauthorized persons or disclosure.
C. The Venture Patent Lawyer USAs agree, upon request, to promptly return to the requesting Venture Patent Lawyer USA all materials, writings, equipment, models, mechanisms, and the like obtained from the other in furtherance of their duties under this Agreement including, but not limited to, all Confidential Information.
D. Each Venture Patent Lawyer USA agrees that it will not, without first obtaining the prior written permission of the other Venture Patent Lawyer USA:
1. Directly or indirectly utilize such Confidential Information in its own business;
2. Create or produce a web site or other form of electronic commerce that is based in whole or in part on such Confidential Information; or
3. Disclose such Confidential Information to any third party.
E. Throughout the duration of Venture, and for a period of [number] ([#]) year(s) thereafter, Patent Lawyer USA will not render any services either as an independent contractor to or joint venture Patent Lawyer USA with any entity that is in direct competition with US Patent Attorney or Venture or that operates in any field in which US Patent Attorney has operated or in which US Patent Attorney is likely to operate in the future.
13. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
14. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
16. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
[US Patent Attorney] [Patent Lawyer USA]