Joint Venture Agreement 2 - Free Download
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KOLER & FITZSIMMONS, P.S.
Seattle, WA Los Angeles, CA
(206) 621-6440 (310) 455-7878
JOINT VENTURE AGREEMENT
[Joint Venture Agreement for Two Parties
Owning Property as Tenants in Common]
THIS AGREEMENT is made as of this __________ day of _______________________,
20___ ,by and between ("X") and ("Y").
X and Y (sometimes hereinafter referred to collectively as the "Partners" and individually
as the "Partner") own the real property described in Appendix A hereto (the "Property") as
tenants in common and desire to form a joint venture under the general partnership laws of the
State of Washington (the "Joint Venture") for the limited purpose of managing, leasing, and
developing the Property and in such other businesses as the Partners may agree upon in writing.
Accordingly, the Partners hereby form and agree to conduct certain activities as a joint
venture for the purposes hereinafter set forth and upon the following terms and conditions:
Section 1.1 Purposes and Scope of Joint Venture.
1.1.1 Except as otherwise expressly provided for herein, the rights and
obligations of the Partners and the administration and termination of the Joint Venture shall be
governed by the Washington Uniform Partnership Act. A Partner's interest in the Joint Venture
shall be personal property for all purposes.
1.1.2 The Joint Venture business and affairs shall be limited strictly to the
development and sale of the Property, and shall not be extended by implication or otherwise
except by the written agreement of the Partners.
Section 1.2 Name of Joint Venture. The business and affairs of the Joint
Venture shall be conducted solely and at all times under the name of "____________________."
Section 1.3 Assumed Name Certificate. The Partners shall execute a
certificate of Firm Name as required by the laws of the State of Washington and shall cause such
certificate to be filed with the Department of Licensing of the State of Washington.
Section 1.4 Scope of Partner's Authority. Except as otherwise expressly and
specifically provided in this Agreement, neither Partner shall have any authority to act for, or to
assume any obligations or responsibility on behalf of, the other Partner or the Joint Venture.