JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed in ___________, Philippines, this _______ day of
_______________, by and between:

xxx, of legal age, __________, Filipino citizen, and with residence at

_______________,  hereinafter called the First Party,

- and -

xxx, of legal age, married, Filipino citizen, and with residence at

_______________,  hereinafter called the Second Party,

Witnesseth:

WHEREAS, the First Party desires to expand his construction business in the growth
areas of Central Luzon, particularly, in ____________;

WHEREAS, the Second Party intends to establish a construction business and is in need
of guidance, mentoring, and financial resources to be able to do so;

WHEREAS, the First Party has offered to create a Joint Venture with the Second Party
and the latter has accepted such offer;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the

Parties agree, as follows: 

1. FORMATION.  The Parties hereby form a joint venture (the “Joint Venture”) for the
term and purposes and in accordance with the provisions of this Agreement.

2. PURPOSE.  The Joint Venture is created for the purpose of pursuing, undertaking,
and implementing construction projects and related activities.

3. POWERS.  The Joint Venture shall have all powers reasonably necessary or
incidental to carrying out its purpose.

4. OFFICE.  The principal office of the Joint Venture will be at ________________.

5. REQUIREMENTS TO CONDUCT BUSINESS.  The Parties will execute and secure

all necessary permits and take all other action that may be required to conduct business. 

6. TERM AND TERMINATION. The term of this Agreement will commence as of the
date hereof and will be valid for a period of three years, extendible upon mutual agreement of the
Parties. Prior to the end of the Term, this Agreement shall terminate: (a) by written agreement of
the Parties, or (b) by reason of breach by either Party of any material covenants under this
Agreement.

7. CONTRIBUTIONS TO THE JOINT VENTURE.  The Parties shall each contribute

the following to the Joint Venture:

a. Contributions by First Party.  Upon the commencement of this Joint Venture, the
First Party shall periodically contribute funds and equipment to enable the Joint
Venture to pursue its business purpose.

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 b. Contributions by Second Party.  Upon the commencement of this Joint Venture,
the Second Party shall likewise contribute funds, land, and other capital to enable
the Joint Venture to pursue its business purpose. The Second Party shall also
manage the Joint Venture and thus contribute her labor.

8. INTERESTS, PROFITS AND LOSSES.  Each Party shall each have a 50% percent
share in the net profits and losses of the Joint Venture.

9. MANAGEMENT.  The Second Party will act as the manager (the “Manager”) of the
Joint Venture. 

a. Power and Authority.  The Manager will have full power and authority to conduct
and manage the business of the Joint Venture and to undertake and implement all
approved projects of the Joint Venture.

b. Requirement of Good Faith.  The Manager, on behalf of the Joint Venture, shall
diligently and in good faith manage the business of the Joint Venture and
implement or cause to be implemented any Decision(s), and otherwise conduct the
business of the Joint Venture in accordance with this Agreement. 

c. Contributions, Collections and Distributions.  The Manager will collect, account,

and hold in trust all contributions of the Parties and all other sums payable to the
Joint Venture and will distribute such amounts, after expenses of the Joint Venture,
to the Parties on an equal basis, unless the Parties specify otherwise. 

d. Books and Records.  The Manager will maintain the records and books of account
for the Joint Venture.  The First Party shall at all reasonable times have access to,
and may inspect and make copies of, such books of account and all other books
and records of the Joint Venture and the Manager. 

10. TRANSFERS OF INTEREST IN THE JOINT VENTURE.  Neither Party may,

without the prior written consent of the other Party, sell, assign, or transfer in any way, or
mortgage, hypothecate, or otherwise encumber either of their respective interests in the Joint
Venture.  Any attempted action in violation of this provision will be null and void.

11. LIQUIDATION. 

a. Manner of Liquidation.  Upon the termination of this Agreement, all assets of the
Joint Venture must be liquidated as quickly as practicable, but in a manner that
minimizes losses occurring in such liquidation.   

b. Payment of Proceeds.  The proceeds of the liquidation are to be applied in the

following order of priority: 

i. Payment of all tax obligations of the Joint Venture;

ii. Payment of the expenses of the liquidation;

iii. Payment of all other debts and obligations of the Joint Venture, and
the creation of a reserve for any contingent liabilities of the Joint
Venture; and
 
iv. Payment of the balance, if any, to the Parties on equal basis.

13. NO PARTNERSHIP.  This Agreement shall not be deemed to create a partnership or

any other entity between the Parties. 
 

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 14. GOVERNING LAW.  This Agreement shall be governed by, and construed in
accordance with Philippine Law. 

15. INDEMNIFICATION OF THE JOINT VENTURERS. The Parties 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 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. 

16. ATTORNEY’S FEE. In the event either party files an action to enforce the terms and
conditions of this Agreement, the prevailing party shall be entitled to the recovery of its costs
and reasonable attorney’s fees, including the costs and fees of any appeal.

17. SURVIVAL.  All the representations and covenants contained in this Agreement will
survive the termination of this Agreement. 

18. AMENDMENTS.  No modification, amendment, or waiver of any provision of this

Agreement, or consent to any departure by either party therefrom, shall in any event be effective
unless the same shall be in writing and signed by the other party. 

19. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
agreement between the Parties hereto with respect to the subject matter hereof, and there are no
agreements, understandings, restrictions or warranties other than those set forth herein provided
for. 

20. SEVERABILITY.  In case any one or more of the provisions contained in this
Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality, and
enforceability of the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. 

IN WITNESS WHEREOF, the parties have executed this Joint Venture Agreement to be
effective as of the date first written above.

First Party Second Party

SIGNED IN THE PRESENCE OF:

___________________________ ____________________________