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Joint Venture Agreement
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Joint
Venture Agreement

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Prelude To The Agreement
 
As this agreement proves, I have promised never to abandon you in the pursuit of your goals, ambitions, dreams or objectives for any reason. However, there is no ordinance, statute, law, rule or regulation or any agreement I can sign that will prevent you from abandoning yourself. Consequently, never lose faith in yourself and what you are capable of accomplishing in this lifetime.
Our Agreement
 
This Joint Venture Agreement (the “Agreement”) is entered into on 03/29/16, by and between _________________; (“Host”) who currently resides at ________ in the City of ______, in the State of ___________; and __________ who, currently resides at ________ in________, in the State of ______________.

Representations & Covenants

 

WHEREAS, the “Host” is the _______ for a _______ entitled_____ (the “Show”) and ________ is an adviser to same (the “Adviser”).

 

WHEREAS, the Host and Adviser have agreed to use the d/b/a (doing business as) _______( the “Company”) until incorporated or an official partnership is established with another name and/or the same name that is pursuant to ______ Law or under any other State Law in the event an incorporation or partnership is entered into in another State or Country.

 

WHEREAS, the Host and the Adviser have agreed to work together to make the Show a successful joint venture capable of syndication on any national television network, cable network, radio network, podcast, RSS feed, Youtube channel or any other viable mass media network, electronic and/or otherwise.

WHEREAS, the Host and the Adviser have agreed to jointly own any trademarks, copyrights and/or registration marks and/or material that have been or shall be created for the Show and share equally in any revenue such copyrights, trademarks or registration marks may produce. 

WHEREAS, the Host and the Adviser have agreed to the following:

1. The Host shall have absolute control over the Show’s on air presentation and content.

2. The Host and Adviser shall work together on the guest list for the Show.

3. The Host and Adviser shall work together on advertisers, sponsors and/or promoters for the Show.

4. The Host and Adviser shall work together on a producer and technical crew for the Show if the Show is not produced in a radio or television studio and must be produced in a studio jointly owned by the Host and Adviser and/or separately owned or leased.   

5. The Host shall receive 70% of all revenue the Show generates and the Adviser shall receive 30% of same after taxes, expenses, overhead, and all other relevant cost have been deducted.

6. The Host shall not abandon the Adviser for any reason and the Adviser shall not abandon the Host for any reason. However, the Adviser agrees to resign if his being there interferes with the Host’s rise to prominence, fortune or fame and another more suitable and/or capable Adviser appears that is more capable of helping the Host reach desired goals and/or objectives. In the event of this occurence, a suitable compensation package shall be agreed to.

7. The Host and Adviser agree to work together to resolve any issue not expressly stated in this Agreement relative to the Show. 

See Paragraph 2

 

WHEREAS, the Host and Adviser hereby agree to jointly own a radio talk show, entitled “____” (the “Radio Show”) under the same Company stated in paragraph 3 of this Agreement.  

WHEREAS, the Host and the Adviser have agreed to work together to make the Radio Show a successful joint venture capable of syndication on any national television network, cable network, radio network, podcast, RSS feed, Youtube channel or any other viable mass media network, electronic and/or otherwise. 

WHEREAS, the Host and the Adviser have agreed to jointly own any trademarks, copyrights and/or registration marks and/or material that have been or shall be created for the Radio Show and share equally in any revenues such copyrights, trademarks or registration marks may produce. 

WHEREAS, the Host and the Adviser have agreed to the following relative to the Radio Show: 

1.  The Host and Adviser shall have absolute control over the Radio Show’s on air presentation and content.

2. The Host and Adviser shall work together on the guest list for the Radio Show.

3.  The Host and Adviser shall work together on advertisers, sponsors and/or promoters for the Radio Show, currently being sponsored by ________.

4. The Host and Adviser shall work together on a producer and technical crew for the Radio Show if produced in a studio jointly owned by the Host and Adviser and/or separately owned.

5. The Host and Adviser shall agree on a salary or wage for the Radio Show’s Host who is currently ____________.

6. The Host and Adviser shall agree on a salary or wage for the Radio Show’s on air producer who is currently _____________.

7. The Host and Adviser shall agree on a salary or wage for the Radio Show’s researcher and investigator who is currently _______.

8. The Host and Adviser shall share equally in any revenue the Radio Show produces after taxes, expenses, overhead, salaries and/or wages paid and all other relevant cost have been deducted.

9. The Host shall not abandon the Adviser for any reason and the Adviser shall not abandon the Host for any reason.

10. The Host and Adviser agree to work together to resolve any issue not expressly stated in this Agreement relative to the Radio Show. 

Recording Career

 

WHEREAS, the Adviser agrees to assist in any way or manner that is humanly possible to work with the Host to achieve any goal or objective the Host might have relative to a musical career as a recording artist. If the Host desires to pursue a recording career as a goal or objective, the Adviser shall not abandon the Host for any reason in this pursuit. The Host and Adviser agree to work together to resolve any issue not expressly stated in this Agreement relative to the Host’s recording ambitions. 

Business Ventures, Crafts or Trades

 

WHEREAS, the Adviser realizes the Host is talented and gifted in many areas, therefore, the Adviser agrees to assist in any way or manner that is humanly possible to work with the Host to achieve any goal or objective in any desired business, craft or trade the Host might desire relative to this section of the Agreement entitled Business Ventures, Crafts or Trades. If the Host desires to pursue any such venture, craft or trade as a goal or objective, the Adviser shall not abandon the Host for any reason in this pursuit. The Host and Adviser agree to work together to resolve any issue not expressly stated in this Agreement relative to the Host’s desire to pursue a business venture, craft or trade relative the Host’s talent, skill, craft or trade and/or any other creative talents or abilities. 

Co-Authorship Of Any Written Material For Publication

 

WHEREAS, the Adviser also realizes the Host has considerable writing skills, along with insights, knowledge and information relative to the creative writing of books, journals, articles and any other written material that has a market and is suitable for publication. Therefore, the Adviser agrees to assist in any way or manner that is humanly possible to work with the Host to achieve any goal or objective relative to the publication of any creative writing project the Host might desire to pursue. The Adviser is also a talented writer as evidence by this agreement and other copyrighted material.

Therefore, the Host and Adviser agree to work together on any current or future creative writing project(s) the Host and Adviser agree to pursue as a goal or objective. The Adviser shall not abandon the Host for any reason in this pursuit and the Host shall not abandon the adviser. Accordingly, the Host and Adviser agree to work together to resolve any issue not expressly stated in this Agreement relative to the Host and Adviser’s creative writing interest. The Host and Adviser further agree to share equally all revenue produced from a creative writing project that is jointly done and to equally share in the ownership of copyrights as author and co-author. 

NOW, THEREFORE, in consideration of the above premises, the representations and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally binding hereby, the Host and Adviser (the “Parties”) also agree as follows: 

Section 1: Limitations & Liabilities 

[EXCEPT FOR THE PARTIES’ OBLIGATIONS STATED HEREIN] NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  Accordingly, the Host and Adviser agree to work together to resolve any issue not expressly stated in this Agreement relative to liabilities and limits of liabilities.
Section 2: Indemnification 

Except as expressly set forth in this Agreement, neither party shall have any obligation(s) to indemnify the other party; except as follows;

 

By The Adviser. The Adviser agrees to indemnify and hold harmless the Host from and against any and all claims, damages, liabilities, losses, judgments, costs, and attorneys’ fees arising directly out of, or relating to:

(a) The Adviser’s gross negligence or willful misconduct in engaging in the marketing and promotional activities described herein, [and (b) any statements made by the Adviser during the term of this Agreement disparaging the [Marks,] products or services of the Company, whether or not such statements are true, provided that occasional inadvertent breaches of this clause (b) by the Adviser shall not be deemed a material breach of this Agreement]. Notwithstanding the foregoing, The Adviser shall have the right, in his absolute discretion and at his sole cost, to employ attorneys of his own choice and to institute or defend any claim for which the Host has a right to be indemnified. The Parties agree to work together to resolve any issue not expressly stated in this Agreement relative to indemnification.

 

By The Host. The Host agrees to indemnify and hold harmless the Adviser from and against any and all claims, damages, liabilities, losses, judgments, costs, and attorneys’ fees arising directly out of, or relating to:

(a) The Host’s gross negligence or willful misconduct in engaging in the marketing and promotional activities described herein, [and (b) any statements made by the Host during the term of this Agreement disparaging the Company's,] products or services of the Company, whether or not such statements are true, provided that occasional inadvertent breaches of this clause (b) by the Host shall not be deemed a material breach of this Agreement]. Notwithstanding the foregoing, the Host shall have the right, in her absolute discretion and at her sole cost, to employ attorneys of her own choice and to institute or defend any claim for which the Adviser has a right to be indemnified. The Parties agree to work together to resolve any issue not expressly stated in this Agreement relative to indemnification.

 

Section 3: Term and Termination.

 

Term & Termination. This Agreement will be in effect on the signature date and shall be in effect until terminated by the Host. [If not earlier terminated, this Agreement will automatically renew every year until the Host delivers to the other party written notice of her intention not to renew at least thirty (30) days prior to the end of the anniversary date. The Adviser cannot terminate this Agreement because he has already promised not to abandon the Host for any reason.]

 

Termination For Cause. The Host may terminate this Agreement for cause upon thirty (30) days written notice. The Parties agree to work together to resolve any issue not expressly stated in this Agreement relative to termination for cause.

 

Section 4: Governing Law; Venue.

 

This Agreement is to be construed in accordance with and governed by the internal laws of the State of ____________ without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of South Carolina to the rights and duties of the parties. Each party hereby irrevocably consents to the jurisdiction and venue of the state and federal courts located in South Carolina in connection with any claim, action, suit, or proceeding relating to this Agreement and agrees that all suits or proceedings relating to this Agreement shall be brought only in such courts, provided that either party may seek injunctive, equitable or similar relief from any court of competent jurisdiction. The Parties agree to work together to resolve any issue not expressly stated in this Agreement relative to courts of competent jurisdiction.

 

Section 5: Waiver; Severability.

 

If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, illegal, against public policy or is otherwise unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby. The Parties agree to work together to resolve any issue not expressly stated in this Agreement relative to any unenforceable section of this agreement.

 

Section 6: Assignment.This Agreement can never be assigned for any reason. The Parties agree to work together to resolve any issue not expressly stated in this Agreement relative to any assignment of this Agreement.

 

Section 7: Notices.

 

Any notice required or permitted to be given by either party under this Agreement shall be in writing and sent to each party at its address or facsimile number set forth in the first paragraph of this Agreement, or such new address or facsimile number as may from time to time be supplied by the parties hereto in accordance with this.

 

Section 8: Captions; Entire Agreement; Amendment.

 

The captions or headings of the Sections of this Agreement are for reference only and are not to be construed in any way as part of this Agreement. This Agreement constitutes the complete understanding and agreement of the parties and supersedes all prior and contemporaneous negotiations, understandings and agreements with respect to the subject matter of this Agreement. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of both parties.

 

Section 9: Counterparts.

 

This Agreement may be executed in one or more counterparts, each of which shall constitute an original, but all of which together shall constitute one instrument.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the signature date.

 

Signature Date: 03/29/16

 
By: George M. Sistrunk - 4/20/2016

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  2015 - George M. Sistrunk - All Rights Reserved. POB 217  Orangeburg, SC 29116  803-347-6638