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JOINT VENTURE AGREEMENT
AGREEMENT made ______________,199_ among:______________ and

__________________
RECITALS
The Joint Venturers have agreed to make contributions to a common fund for the purpose of
acquiring and holding:___________________________________________ called the business
interest.
The Joint Venturers consider it advisable to acquire and hold their business interest through a
nominee so as to avoid the necessity of numerous separate agreements, to maintain the legal
title to the business interest in a simple and practicable form and to facilitate the collection and
distribution of the profits accruing under the business interest, and has agreed to act as nominee
of the Joint Venturers with the understanding that he is also acquiring a participating interest in
this joint venture on his own account,
It is therefore agreed:
1. Purpose. The Joint Venturers form this joint venture to acquire and hold the business interest
in common and to provide the finances required for its acquisition. To the extent set forth in this
Agreement, each of the Joint Venturers shall own an undivided fractional part in the business.
The Joint Venturers appoint as their agent ___________________, whose duty it shall be to hold
each of the undivided fractional parts in the business interest for the benefit of and as agent for
the respective Joint Venturers.
2. Contributions. The Agent acknowledges that he has received from each of the Joint
Venturers, for the purpose of this joint venture, the sum set after the name of each Joint Venturer
as follows:
Name of Venturer Contribution of Venturer

venturer's name here amount of venturer's contribution
3. Acquisition of Business Interest. The Agent is authorized to acquire and hold in his own
name, but on behalf of the Joint Venturers (of which the Agent is one), the business interest, and
to pay $__________ for it as follows: $__________ in cash, and the balance of $__________ by
a note in that amount. The note shall bear interest at the rate of ___%, shall be due and payable
on ___________________, with prepayment privileges, and shall be secured by
____________________________________________ which the Agent is authorized to execute
and deliver.
4. Profits. The Agent shall hold and distribute the business interest and shall receive the net
profits as they accrue for the term of this Agreement or so long as the Joint Venturers are the
owners in common of the business interest, for the benefit of the Joint Venturers as follows:
Venturer's Name Share of Profit

venturer's name here venturer's share in profits here
5. Expenses of Venture. All losses and disbursements incurred by the Agent in acquiring,
holding and protecting the business interest and the net profits shall, during the period of the
venture, be paid by the Joint Venturers, on demand of the Agent, in the ratio which the
contribution of each Joint Venturer bears to the total contributions set forth in paragraph 2;
6. Liability of Agent. The Agent shall be liable only for his own willful misfeasance and bad faith
and no one not a party to this Agreement shall have any rights whatsoever under this Agreement
against the Agent for any action taken or not taken by him.
7. Term. This Agreement shall terminate and the obligations of the Agent shall be deemed
completed on the happening of either of the following events:
(a) The receipt and distribution by the Agent of the final net profits accruing under the business
interest.
(b) Termination by mutual assent of all joint ventures.
8. Compensation of Agent. Unless otherwise agreed to in the future by a majority in interest of

the Joint Venturers, the Agent shall not receive any compensation for services rendered by him
under this Agreement.
In witness whereof the Agent and the Joint Venturers have signed and sealed this Agreement.
___________________________ _________________________
___________________________ _________________________
___________________________ _________________________
___________________________ _________________________
JOINT VENTURE AGREEMENT

-----------------------
THIS JOINT VENTURE AGREEMENT (this "Agreement") is dated as of April 3,

2000 and is entered into by and between Interplay Entertainment Corp.
("Interplay"), a Delaware corporation, and Brian Fargo ("Fargo") with
reference to the following facts:
A. Interplay now owns, and will in the future obtain or develop, certain
intellectual properties suitable for development as film projects
(hereinafter referred to as the "Interplay Properties").
B. Fargo now owns, and will in the future obtain or develop, certain
intellectual properties suitable for development as film projects
(hereinafter referred to as the "Fargo Properties"; the Interplay
Properties and the Fargo Properties are collectively referred to herein
as the "Properties").
C. The Venturers have provided funding for the exploitation of the

Properties as film projects.
D. The parties are entering into this Agreement in order jointly to

develop and exploit the Properties, and to provide for the treatment of
past contributions and disbursements for such purposes.
Accordingly, the parties agree as follows:
1 FORMATION AND RELATED MATTERS.

-----------------------------
1.1. Formation. The parties to this Agreement (jointly, the

--------- "Venturers," and individually, a "Venturer") hereby enter into
and form a joint venture (the "Venture") for the limited purpose of
operating that certain film production venture currently known as
Interplay Films.
1.2. Scope of Authority. This Agreement shall not be deemed to create

------------------ a general partnership between the Venturers. Except
as expressly provided in this Agreement, the relationship formalized in
this Agreement shall not:
1.2.1. Vest either Venturer with the authority to bind or act for, or
assume any obligation or responsibility on behalf of, the other
Venturer;
1.2.2. Make either Venturer responsible or liable for any indebtedness

or obligation of the other Venturer incurred or arising either before or
after the execution of this Agreement; or
1.2.3. Make either Venturer liable to the other Venturer for any loss,
liability, claim or damage sustained by the other Venturer unless such
loss, liability, claim or damage shall have been the result of fraud,
deceit, gross negligence, reckless or intentional conduct, or a knowing
violation of law by such Venturer.
1.3. Term. The term of the Venture shall commence as of the first
---- date set forth above, and shall continue for 25 years or until the
Venturers agree in writing to terminate this Agreement.
2 CONTRIBUTIONS. The parties contemplate that they will contribute
------------- Properties, funds and efforts to the Venture as set forth
herein. The contribution of Properties shall consist of licenses to
exploit the Properties as film projects, with specific rights to be
agreed on a case-by-case basis for each Property.
2.1. Fargo Contributions.

-------------------
2.1.1. Intellectual Property. Fargo shall, from time to time

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What is the purpose of the joint venture agreement?

What is the purpose of the joint venture agreement?

What contributions will each party make to the joint venture?

What contributions will each party make to the joint venture?

Contract samples brought to you by The Music Office

JOINT VENTURE AGREEMENT

AGREEMENT made ______________,199_ among:______________ and

Name of Venturer Contribution of Venturer

Venturer's Name Share of Profit

(b) Termination by mutual assent of all joint ventures.

8. Compensation of Agent. Unless otherwise agreed to in the future by a majority in interest of

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (this "Agreement") is dated as of April 3,

C. The Venturers have provided funding for the exploitation of the

D. The parties are entering into this Agreement in order jointly to

Accordingly, the parties agree as follows:

1 FORMATION AND RELATED MATTERS.

1.1. Formation. The parties to this Agreement (jointly, the

1.2. Scope of Authority. This Agreement shall not be deemed to create

1.2.2. Make either Venturer responsible or liable for any indebtedness

2.1. Fargo Contributions.

2.1.1. Intellectual Property. Fargo shall, from time to time

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