Joint Venture Technology Partnership Agreement

This Joint Venture Technology Partnership Agreement ("Agreement") is entered into on this day of , 20, by and between:

• Party A: , a company organized and existing under the laws of , with its principal place of business at .
• Party B: , a company organized and existing under the laws of , with its principal place of business at .

Party A and Party B are collectively referred to as the "Parties" and individually as a "Party".

1. Purpose

The Parties desire to form a joint venture ("JV") for the purpose of collaborating on and advancing certain technology solutions, products, or services, as more specifically described below:

2. Formation

The JV shall be formed under the name and shall be governed according to the provisions outlined in this Agreement and any relevant laws and regulations.

3. Contributions

Each Party shall make the following contributions to the JV:

• Party A:
• Party B:

4. Governance

The JV shall be managed and governed by a management committee comprised of representatives from each Party as follows:

Decisions of the management committee shall be made by (majority/unanimous) vote.

5. Intellectual Property

All intellectual property developed as a result of this JV shall be owned as follows:

6. Confidentiality

Each Party agrees to maintain the confidentiality of all confidential information received from the other Party in connection with this JV and will not disclose such information to any third party without the prior written consent of the disclosing Party.

7. Term and Termination

This Agreement shall commence on the date above and shall remain in effect until:

• A Party provides written notice of termination; or
• Upon the completion of the JV's objectives.

Upon termination, all assets and liabilities shall be distributed as follows:

8. Miscellaneous

• This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof.
• No amendment or modification to this Agreement shall be valid unless made in writing and signed by both Parties.
• Any notices required or permitted to be given under this Agreement shall be in writing and addressed to the addresses set forth above.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the day and year first above written.