Agreement To Dissolve Joint Venture Legal Forms and Contracts

The following free agreement or contract should be used when two parties desire to terminate or dissolve their joint venture agreement. This agreement and contract is being provided for information and research purposes only, however it is a valid legal contract and agreement. Always consult an Attorney or Lawyer. Help improve this agreement by leaving a comment.

AGREEMENT TO DISSOLVE JOINT VENTURE

This Agreement between ____________________, residing at ____________________ (herein called "____________________"), and ____________________, at ____________________ (herein called "____________________") is for the dissolution of the joint venture entered into between the parties on ____________________, pursuant to an agreement signed by the parties on that date. The joint venture has produced a completed ____________________ entitled "____________________" (herein "____________________").

1. The parties hereby dissolve their joint venture.

2. Any and all remaining assets of the joint venture including future income from the sale or licensing of the ____________________ (with the exception of the copyright to the ____________________ and the raw footage), shall be liquidated, and the proceeds realized from the liquidation shall be distributed according to the following order of priority:

First, to payments of all outstanding joint venture expenses, if any, including obligations, royalties, debts, salaries, and taxes, and expenses necessary to wind up the joint venture.

Second, to the parties according to the following formula:

(a) Revenues up to the first ____________________, shall be split equally (50/50) between the parties, then

(b) revenues shall be divided ____________________ to ____________________ and ____________________ to ____________________ until the cost of production has been recouped, then

3. Upon the request of either party, a complete and final audit of the books, records, and accounts of the joint venture shall be conducted, and all final adjustments between the parties shall be made on the basis of such audit.

4. If, after the termination of the joint venture, any claim, liability, or expense shall be asserted against the joint venture which was not used in computing the profits and losses of the joint venture and which is a proper item of computation, the parties shall bear any such claim, liability, or expense equally.

5. The copyright in the ____________________ and all raw footage shot for the ____________________ shall be owned by the parties as tenants in common and held in the names of both parties jointly.

6. Neither party shall sell, or otherwise voluntarily dispose of their copyright to the ____________________, or his share therein, without the written consent of the other, which consent, however, shall not be unreasonably withheld.

7. The parties agree that all income received from the world-wide exploitation of the ____________________ (all markets and media including but not limited to all sequel, remake and television spin-off rights, novelization, merchandising, play, radio and audio rights) shall be shared equally.

8. Should the ____________________ be sold, licensed or otherwise disposed of and, as an incident thereto, the Parties be employed to revise the Work, the total compensation provided for in such employment agreement shall be shared equally by the parties.

9. If either party shall be unavailable for the purposes of collaborating on such revision, then the Party who is available shall be permitted to do such revision and shall be entitled to the full amount of compensation in connection therewith.

10. If either party hereto shall desire to use the ____________________, or any right therein or with respect thereto, in any venture in which such Party shall have a financial interest, whether direct or indirect, the Party desiring so to do shall notify the other Party of that fact and shall afford such other Party the opportunity to participate in the venture in the proportion of such other Party's interest in the ____________________. If such other Party shall be unwilling to participate in such venture, the Party desiring to proceed therein shall be required to pay such other Party an amount equal to that which such other Party would have received if the ____________________ or right, as the case may be, intended to be so used had been sold to a disinterested person at the price at which the same shall last have been offered, or if it shall not have been offered, at its fair market value which, in the absence of mutual agreement of the Parties, shall be determined by arbitration.

11. If either party (herein called the First Party) desires to transfer his copyright to a third person, he shall give written notice by registered mail to the other party (herein called the Second Party) of his intention to do so.

(a) In such case the Second Party shall have an option for a period of 30 days to purchase the First Party's share at a price and upon such terms indicated in the written notice.

(b) If the Second Party fails to exercise his option in writing within the aforesaid period of 30 days, or if, having exercised it, he fails to complete the purchase upon the terms stated in the notice, the First Party may transfer his rights to the third person at the price and upon the identical terms stated in the notice; and he shall forthwith send to the Second Party a copy of the contract of sale of such rights, with a statement that the transfer has been made.

(c) If the First Party fails for any reason to make such transfer to the third person, and if he desires to make a subsequent transfer to someone else, the Second Party's option shall apply to such proposed subsequent transfer.

12. Nothing herein contained shall be construed to create a partnership between the parties.

13. Any controversy or claim arising out of or relating to this agreement or any breach thereof shall be settled by arbitration in accordance with the Rules of the American Arbitration Association; and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to reimbursement for costs and reasonable attorney's fees.

14. This agreement shall inure to the benefit of, and shall be binding upon, the executors, administrators and assigns of the parties.

15. This agreement constitutes the entire understanding of the parties.

16. This agreement is governed by and construed in accordance with the laws of the State of ____________________.

17. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

18. The parties agree to execute such further documents and instruments as they may reasonably request in order to effectuate the terms and intentions of this agreement, and in the event either party is unable to execute any such documents or instruments, each appoints the other as their irrevocable attorney in fact to execute any such documents and instruments, provided that said documents and instruments shall not be inconsistent with the terms and conditions of this agreement. The rights under this Clause constitute a power coupled with an interest and are irrevocable.

19. This agreement expresses the entire understanding between the parties and both agree that no oral understandings have been made with regard thereto. This agreement may be amended only by written instrument signed by both parties. Each party acknowledges that it has not been induced to enter this agreement by any representations or assurances, whether written or oral, and agree that each has not received any promises or inducements other than as herein set forth. The provisions hereof shall be binding upon each party's heirs, executors, administrators and successors.

AGREED TO AND ACCEPTED

_________________________ Date:________________
____________________

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