4.  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:
_____________ . . . . . . . .  _(9)_%
_____________ . . . . . . . . .  (10)_%

 

5.  RIGHTS AND DUTIES OF THE JOINT VENTURES

 

5.01 Business of the Joint Venture.

  _______(11)_______ 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.  ______(12)____ 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.  ______(13)______ 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.
                                
6.   AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURES
 
6.01 Validity of Transactions.

 

Affiliates of the parties to this Agreement may be 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 the right 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.
                               

7.  PAYMENT OF EXPENSES

  
All expenses of the Joint Venture shall be paid by ______(14)_____ and shall be reimbursed by the Joint Venture.

 

8.  INDEMNIFICATION OF THE JOINT VENTURES
  

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.

 

 

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