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THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this _(1)_ day of ______(2)______, 19_(3)_, by and between _______(4)_______ of _____(5)_____ (hereinafter "____________") and _____(6)______ of _____(7)______ (hereinafter "____________"). ARTICLE I
1.01 Business Purpose. The business of the Joint Venture shall be as follows:
1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided. ARTICLE II
The following comprise the general definitions of terms utilized in this Agreement: 2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity. 2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made. 2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes determined by the Partnership's fiscal year, including, without limitation, each item of Partnership income, gain, loss or deduction. ARTICLE III
______(8)________ is responsible for all operations and decisions of the Joint Venture and will be compensated for providing various services. ARTICLE IV
4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture shall be allocated as follows at the conclusion of each fiscal year:
ARTICLE V
5.01 Business of the Joint Venture. _______(11)_______ shall have full, exclusive and complete authority and discretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. ______(12)____ shall manage and control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry out the business of the Joint Venture. ______(13)______ shall not participate in or have any control over the Joint Venture business nor shall it have any authority or right to act for or bind the Joint Venture. ARTICLE VI
6.01 Validity of Transactions. Affiliates of the parties to this Agreement may be engaged to perform services for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment. 6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and their respective Affiliates may have interests in businesses other than the Joint Venture business. The Joint Venture shall not have the right to the income or proceeds derived from such other business interests and, even if they are competitive with the Partnership business, such business interests shall not be deemed wrongful or improper. ARTICLE VII
All expenses of the Joint Venture shall be paid by ______(14)_____ and shall be reimbursed by the Joint Venture. ARTICLE VIII
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 interests 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, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture. ARTICLE IX
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of any of the following events:
ARTICLE X
10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Joint Venture. 10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. 10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for. 10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof. 10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses as may be subsequently specified by written notice. 10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under the laws of the State of ____(15)____. 10.07 Other Instruments. The parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Signed, sealed and delivered in the presence of:
This agreement is made on [date] between [name of shop], herein referred to as "Seller", and [individual] Whereas [individual] wishes to sell [description of item(s)] by consigning said item(s) to [name of shop] for sale, it is understood: That Seller agrees to display item(s) in a prominent place in his establishment. That Seller will make every attempt to obtain the best possible price for the consigned merchandise and will accept no less than $ as purchase price. That for his efforts Seller is entltled to retain [percent] of the purchase price. That should a sale be effectuated, Seller shall forward a check for the amount of the full purchase price less the aforementioned [percent] to Consignee within 10 days of the receipt of same. That Seller represents that he maintains insurance for theft and damage, and that the consigned merchandise will be covered by said insurance while it is in his possession. That Consignee agrees to leave the merchandise with Seller for a minimum of [time] EQUIPMENT LEASING AGREEMENT up Chambers agrees to furnish and Customer agrees to hire the services of ______________________________________________ ______________("Equipment"), to be installed at the address [s] indicated below, subject solely to the terms and conditions of the existing Chambers Contract Pricing Agreement between________________________________________ and Chambers Corporation. Monthly Annual Two Year Contract No: Customer and Billing Address Installation Address ____________________________ ________________________ ____________________________ ________________________ ____________________________ ________________________ ____________________________ ________________________ Customer acknowledges the responsibilities of providing suitable electrical service and the payment of charges for the placement, removal, and any rigging expense for the equipment and accessories ordered herein. Earliest Customer Acceptance Date_____________ Equipment Purchase Order Required Yes, if yes complete below: Equipment Purchase Order No:_____________From_______To_________ CCP Special Reference Number_______________________ Customer Authorizes Initial Supplies: Yes: No Supply Purchase Order No:__________Supply Agreement No:________ Supply Purchase Order: Not necessary Attached To Follow Acceptance of this agreement is contingent upon review and approval of Chambers Corporation's Credit Department. This Agreement shall terminate in the event that Customer makes an assignment for the benefit of creditors, or a voluntary or involuntary petition is filed by or against the Customer under any law having for its purpose the adjudication of Customer as bankrupt or the reorganization of Customer or may be cancelled by Chambers without notice should Customer default in the payment of any money due hereunder. Customer's Signature Chambers Corporation By:_________________ By________________Date_____ Title_______________ Title_________Branch_______ EQUIPMENT MAINTENANCE AGREEMENT up Chambers Corporation agrees to provide maintenance service including up to two maintenance calls annually and interim calls as required at the installation address specified above on the equipment listed. All charges specified are those currently in effect and are subject to change only at the time of subsequent annual renewal. If the charges are increased, the customer may, as of the effective date of such increase, terminate this Agreement by written notice to Chambers Corporation. Otherwise, the new charges shall become effective upon the date specified in the renewal invoice. This Agreement is limited to equipment regularly operated during a single eight hour shift per day, and all Chambers Corporation calls hereunder are restricted to the normal working hours of Chambers Corporation. To cover increased maintenance costs, if any piece of equipment is regularly operated during more than one eight hour shift per day, an increase in Annual Rate will apply as follows: Two Shifts 50% Three Shifts 100%. All service commenced outside of Chambers Corporation's normal working hours will be charged at published rates for service time and expense only. The following services are included:
Optimum performance of the equipment covered by this Agreement can be expected only if supplies provided by, or meeting the specifications of Chambers Corporation are used. Chambers Corporation shall have full and free access to the equipment to provide service thereon. If persons other than Chambers Corporation's representatives perform maintenance or repairs, and as a result further work is required by Chambers Corporation to restore the equipment to operating condition, such repairs will be billed at Chambers Corporation's published time and material rates then in effect. For service as specified above on the equipment listed, the undersigned agrees to pay in advance the total annual charge specified below to Chambers Corporation, in accordance with the terms specified on the face of the invoice. Continuation of 5060 There shall be added to the charges provided for in this Agreement amounts equal to any taxes, however designated, levied or based on such charges or on this Agreement, or on the services rendered or parts supplied pursuant hereto, including State and Local privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by Chambers Corporation in respect of the foregoing, exclusive, however, of taxes based on net income. The undersigned represents that he is the Owner of the equipment, or that he has the Owner's authority to enter into this agreement. This Agreement is subject to acceptance by Chambers Corporation, at its Home Office. It takes effect on the date written above and continues in effect for one year and will remain in force thereafter, with automatic annual renewal at then prevailing rates, until cancelled in writing by either party. If cancelled, the unearned portion of any advance payment will be credited to the customer.
FOR GOOD CONSIDERATION, _ [Landlord], and _ [Tenant], under a certain lease agreement between them for premises known as _, dated _, 19_ hereby modify and amend said lease in the following particulars: [Describe modified terms]
All other terms shall remain as contained.
MUTUAL CANCELLATION OF LEASE up FOR GOOD CONSIDERATION, _ [Lessee], and _ [Lessor], under a certain lease agreement between the parties under date of _, 19_ [Lease], do hereby mutually agree to terminate and cancel said Lease effective _, 19_ and all rights and obligations under said Lease shall thereupon be cancelled excepting only for any obligations under the Lease accruing prior to the effective termination date. This agreement shall be binding upon the parties, their successors, assigns and personal representatives. Signed under seal this _ day of _, 19_.
REAL ESTATE SALESMAN INDEPENDENT CONTRACTOR AGREEMENT up THIS AGREEMENT made and entered into this _(1)_ day of _______(2)________, 19_(3)_, by and between _______(4)__________, of ____________(5)________________, (hereinafter referred to as "Broker"), and _________(6)___________ of ________(7)___________, (hereinafter referred to as "Salesman"). The Parties recite that: A. Broker is duly registered and licensed with the State of _______(8)_________ as a real estate broker whose license expires __________(9)____________. B. Salesman is duly registered and licensed with the State of _______(10)________ as a real estate salesman whose license expires __________(11)___________. In consideration of the mutual covenants set forth below, the parties agree as follows: 1. STATEMENT OF EMPLOYMENT Effective as of the date of this Agreement, Broker employs Salesman as a real estate salesman. 2. DUTIES OF SALESMAN Salesman will carry on the customary activities of a real estate salesman, including, but not necessarily limited to, the showing of parcels of real estate on which Broker has listings, the sale of such property in accordance with the terms of the listings, the solicitation of new listings, and such other services pertaining to the real estate business as Broker may require of him. Salesman shall devote his entire time and attention to such duties and shall use his best efforts with regard to all of such duties. 3. COMMISSIONS ON SALES Broker shall pay to Salesman a commission equal to _(12)_ percent of the total commission received by Broker, on sales made by Salesman and completed during the effective period of this Agreement. Furthermore, during the effective period of this Agreement, Broker will advance to Salesman against commissions to be earned the sum of ____(13)____ DOLLARS ($_______) per month, provided that Salesman may elect to draw commissions as earned. 4. DURATION OF AGREEMENT; TERMINATION The term of this Agreement shall be for _(16)_ years, commencing on the date of this Agreement. Either party may terminate this Agreement by sixty (60) days' written notice to the other party. If, on termination of this Agreement, Broker has advanced to Salesman against commissions to be earned a sum of commissions actually earned by Salesman, Salesman will promptly refund the amount of the excess advances. 5. ACCESS TO LISTINGS AND OTHER INFORMATION Broker will give Salesman access to its confidential files pertaining to listings of property, prospects for the sale of such property, and other related matters. Broker shall also furnish Salesman personal contacts with persons interested in selling or buying such property, and shall generally aid Salesman in every way possible with respect to such sales and Salesman's duties hereunder. 6. LOYALTY TO BROKER'S INTEREST Salesman will not during the term of this Agreement be engaged in any other business activity, whether or not pursued for gain, profit, or other pecuniary advantage, provided, however, that Salesman may invest his assets in such form or manner as will not require his expenditure of any undue amount of time. 7. NONDISCLOSURE OF TRADE SECRETS Salesman recognizes and acknowledges that the information that will be furnished to him concerning Broker's customers, listings, holdings, investments, transactions, and other confidential matters constitutes a valuable, special, and unique asset and trade secret of Broker's business. Accordingly, Salesman will not, during or after the term of his employment hereunder, disclose any such information or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. 8. WRITTEN CONTRACT AS CONSTITUTING ENTIRE AGREEMENT This Agreement constitutes the entire contract and agreement between parties, and there are no verbal understandings or other agreements of any nature with respect to the subject matter hereof except those contained in this Agreement. 9. BINDING EFFECT This Agreement shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of the parties hereto. 10. GOVERNING LAW This Agreement shall be governed, interpreted and construed by, through and under the laws of the state of ______(14)_______. 11. ATTORNEYS' FEES In the event of any legal or equitable action, including any appeals, which may arise hereunder between or among the parties hereto, the prevailing party shall be entitled to recover a reasonable attorneys' fee. Attorneys' fees shall also include hourly charges for paralegals, law clerks and other staff members operating under the supervision of an attorney. 12. SEVERANCE The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof. 13. HEADINGS The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof. IN WITNESS WHEREOF, the parties have caused these presents to be duly executed on the date first above written. WITNESSES:
This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between _________(4)____________, of ________________(5)__________________, hereinafter referred to as "Landlord" and ________(6)_______, of ___________(7)_____________, hereinafter referred to as "Tenant". WHEREAS, Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the premises generally described as ________(8)___________, it is herein agreed as follows: 1. Landlord hereby leases to Tenant parking space located at the premises described above and designated as space No. __(9)__, for a term of ___(10)____ beginning ________(11)__________ and ending ________(12)___________. 2. Tenant agrees to pay the stipulated rent in advance on the _(13)_ day of each month to Landlord or his agent by mail or in person to Landlord or his agent at their respective addresses as noted above. 3. Upon receiving any payment of parking space rent in cash, Landlord agrees to issue a receipt stating the name of Tenant, the amount of rent paid, the designation of the parking space and the period for which said rent is paid. 4. Tenant affirms his understanding that Landlord does not furnish attendants for the parking of automobiles, and if any employee of Landlord shall, at the request of the Tenant, handle, move, park or drive any vehicle placed in the parking area, then, and in every case, such employee shall be deemed the agent of Tenant, and Tenant, not the Landlord, shall be liable for any loss, damage, injury or expense that may be suffered or sustained in connection therewith or arising from the acts of Tenant or any employee who may be acting as agent of Tenant. 5. Landlord is not responsible for items left in any vehicle parked in the designated space. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. _____________(14)______________ _____________(15)______________ |
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