JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of this 17th
day of July, 2012, by and between Juan dela Cruz of Penera Clan Construction, Corporation
("Penera") and John Doe of Hi-Tech Facilities Construction, Corporation, Incorporated ("Hi-
Tech").
ARTICLE I GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as follows: That the joint
venture will construct a five hectare second class subdivision. The completion of the project is
within three years time from the start of operation (August 1, 2012).
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 GENERAL DEFINITIONS
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 OBLIGATIONS OF THE JOINT VENTURERS
Penera Clan Construction, Corporation is responsible for all operations and decisions of the Joint
Venture and will be compensated for providing various services.
ARTICLE IV ALLOCATIONS
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: Penera Clan Construction, Corporation.
65% John Doe of Hi-Tech Facilities Construction, Corporation, Incorporated 35%
ARTICLE V RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. Penera Clan Construction, Corporation 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. Juan dela Cruz 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.
John Doe 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 AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE
JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement maybe 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 theright 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 PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by Penera Clan Construction, Corporation and
shall be reimbursed by the Joint Venture.
ARTICLE VIII INDEMNIFICATION OF THE JOINT VENTURERS
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 DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of
any of the following events: (a) The adjudication of bankruptcy, filing of a petition pursuant to a
Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the
parties. (b) The sale or other disposition, not including an exchange of all, or substantially all, of
the Joint Venture assets. (C) Mutual agreement of the parties.
ARTICLE X MISCELLANEOUS PROVISIONS
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 Philippine 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 Philippines.
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:
(Sgd.))Juan dela Cruz
(Sgd.))John Doe
(Sgd.))Pedro Penduko
(Sgd.)Juan Tamad
