Galaxy Holdings (Party A)
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Name: Michael Yuan
Title: General Manager
Date:
(Party B)
Name:
Title:
Date:
This Joint Venture Agreement (the “Agreement”) is entered into as of between Galaxy Holdings, a TX LLC located at (“Party A”), and , a located at (“Party B”). Party A and Party B are each a “Party” and together the “Parties.”
The Parties form a joint venture (the “Joint Venture” or “JV”) to be known as . The Parties will, if required to carry out the Purpose, form and operate the JV through (for example, a jointly owned entity or a contractual arrangement). Except as expressly provided, neither Party is the agent of the other, and neither may bind the other outside the scope of this Agreement.
The purpose of the Joint Venture (the “Purpose”) is:
The JV will conduct only activities reasonably related to the Purpose unless the Parties agree otherwise in writing.
Each Party will make the following contributions to the JV, in cash, assets, services, or rights as described:
Party A (Galaxy Holdings):
Party B ():
Additional capital, if required, will be contributed in proportion to the ownership percentages in Section 4, unless the Parties agree otherwise. A Party that fails to fund a required contribution may be subject to dilution as set out in the JV’s constitutive documents.
The Parties’ ownership interests in the Joint Venture, and their shares of its profits and losses, are: . Net profits will be distributed in those proportions at the times the Parties (or the JV’s governing body) determine, after retaining reasonable reserves for working capital, liabilities, and contingencies. Losses are borne in the same proportions, subject to each Party’s limited liability under the JV’s structure.
The Joint Venture will be managed by a management committee with equal representation from each Party unless otherwise agreed. Day-to-day operations will be led by . The following decisions require the unanimous consent of both Parties: admitting new members; incurring debt above ; selling or encumbering material assets; changing the Purpose; and dissolving the JV. Routine matters are decided by majority of the management committee.
Each Party retains ownership of intellectual property it owned before, or develops independently of, the Joint Venture (“Background IP”) and grants the JV a license to use its Background IP as needed for the Purpose. Intellectual property created by the JV in the course of the Purpose (“Foreground IP”) is owned as follows: . Neither Party may use the other’s Background IP outside the JV without written consent.
Each Party will keep confidential the other’s non-public information and the JV’s information, and will use it only for the Purpose. During the Term, neither Party will engage in a competing venture within the scope of the Purpose and territory without the other’s consent.
This Agreement begins on the Effective Date and continues for year(s) (the “Term”), unless extended or terminated earlier. The JV may be dissolved by mutual agreement, on completion or impossibility of the Purpose, or for a Party’s uncured material breach or insolvency. On dissolution, the JV’s assets will be applied first to liabilities, then to return contributions, then distributed in the proportions in Section 4. The Parties will wind up the JV in good faith and execute documents reasonably required to do so.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws rules. The Parties will attempt to resolve disputes in good faith and, failing that, by binding arbitration or in the courts located in TX. This Agreement is the entire agreement on its subject matter and may be signed in counterparts, including by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: