Joint Ventu re Agreement 合资合同 This Joint Venture Agreement is entered into as of _________(M,D,Y) (the EFFECTIVE DATE") between AAA, Inc. with offices at _________, ("AAA") and BBB a _________(STATE)(STATE) limited liability partnership within the meaning of the _________(STATE) Civil Code with the following address at _________ ("INVESTOR"). RECITALS A. WHEREAS the Investor is a _________(STATE)(STATE) limited liability partnership which desires to incorporate and invest in a new _________(STATE) Company, referred to herein as "JVC" which will distribute the software and services of a software company in the Territory. B. WHEREAS AAA is a software company which seeks expanded distribution of its software and its related services in the Territory. C. WHEREAS the Investor, will incorporate the JVC, and the JVC will receive a license for the Territory from AAA to (i) resell AAA products, (ii) provide authorized maintenance, training and consulting services and (iii) manage new VARs and Resellers. D. WHEREAS the Investor's responsibilities related to the JVC will include: (1) proper incorporation of the JVC (2) the provision of start up and operating capital for the JVC, (3) appointing three appropriate and responsible individuals of the Advisory board of the JVC and (4) voting of stock shares of the JVC. E. WHEREAS Investor and AAA have expressed a desire to work together to create the JVC which shall be governed by its Shareholder Agreement, its board, and the Exclusive Software Distribution Agreement and to have the JVC granted rights and privileges to distribute the software and services of AAA in the Territory. NOW THEREFORE, in consideration of the mutual covenants contained herein and for other...
