THIS AGREEMENT (the “Agreement) is made as of the     day of          , 20    , by and between                 , a     (entity type, if applicable, and state of incorporation/registration/formation, i.e., a Delaware corporation)    (the “First Party”), and           , a      (entity type, if applicable, and state of incorporation/ registration/formation)     (the “Second Party,” and collectively, the “Parties”).


WHEREAS the First Party is engaged in the business of   (briefly describe First Party’s business)     ;


WHEREAS the Second Party is engaged in the business of     (briefly describe Second Party’s business)        ;


WHEREAS the Parties wish to join together in a joint venture for the purpose of   (briefly describe the purpose of the joint venture)     ;


NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:

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