**JV AGREEMENT TEMPLATE**

1.0 [Purpose]{.underline}. The purpose of the Venture shall be to bid
upon RFP (RFP number) and, if successful, to enter into and consummate
that certain (specify type of services) services for (department/agency
name) for the base period of the contract, and options, totaling not
more than (number) months from contract award date.

2.0 [Project Manager]{.underline}. (Name) has been selected as the
Project Manager for this contract and is an employee of (8(a)
participant firm's name). (He/she) shall be responsible for contract
performance, overseeing the job-site, reporting to and implementing the
instructions of the Managing Director, preparing a daily written log
detailing all developments and aspects of the job, and submitting such
log to the Managing Director at his request.

3.0 Not less than 51% of the net profits earned by the Joint Venture
will be distributed to the 8(a) participant(s).

4.0 [Bank Accounts.]{.underline} The operating account ("Operating
Account") shall be at (bank name) Bank. The operating capital account
shall be established in the name of the joint venture, (joint venture's
name). All receipts of the venture shall be deposited into its Operating
Account. All checks drawn on the Operating Account will require two (2)
signatures, one from each joint venturer. Each joint venturer may
designate the person or persons who may sign on its behalf. All expenses
incurred under the contract will be paid from the account.

5.0 [Equipment.]{.underline} Equipment, facilities and other resources
will be provided as listed in exhibit \_\_\_ .

6.0 [Contract Oversight]{.underline}. Either venturer will have the
right to visit the contract site to evaluate the contract performance.

[Source of Labor]{.underline}. The joint venture must perform at least
the following percentage of work:

\(1\) Services (non-construction). 50% of the cost of the contract
incurred for personnel with its own employees;

\(2\) Supplies or Products. 50% of the cost of manufacturing the
supplies or products (not including the cost of materials);

\(3\) General construction. 15% of the cost of the contract with its own
employees (not including the cost of materials); and

\(4\) Special trade construction. 25% of the cost of the contract with
its own employees (no including the cost of materials). See 13 CFR
124.510, 13 CFR 125.6.

Participant must perform a significant portion of the work.

[Negotiating 8(a) Contract]{.underline} (Name) will be responsible for
negotiating the original 8(a) contract, should negotiations be required
by the (department/agency) name, and any subsequent negotiations
required by the (department/agency) name.

7.0 [Ensured Performance]{.underline}. (8(a) participant firm's name)
and (partnering firm's name) are obligated to ensure performance of the
8(a) contract and to complete performance despite the withdrawal of any
party to the joint venture.

8.0 [Books]{.underline}. Accounting and other administrative records
including the venture's books, and any other records relating to the
joint venture shall be kept and maintained at the office of (8(a)
participant firm's name. Each venturer shall during regular business
hours have access to and may inspect and copy any and all such books and
records. SBA shall have authority to inspect the records of the venture
at any time.

9.0 [Books]{.underline}. Accounting and other administrative records
including the venture's books, and any other original records relating
to the joint venture shall be kept and maintained at the office of (8(a)
participant firm's name) after completion of the contract.

10.0 [Quarterly Financial Statements]{.underline} showing cumulative
contract receipts and expenditures (including salaries of the joint
venture principals) shall be submitted to SBA not later than forty-five
(45) days after each operating quarter.

11.0 Project-end profit and loss statements, including a statement of
final profit distribution must be submitted to SBA no later than 90 days
after completion of the contract.

[SBA must approve]{.underline} this joint venture prior to award of the
subject 8(a) contract on behalf of the joint venture.

[Subject to SBA]{.underline}, U.S. Department of (agency) will execute
an 8(a) contract in the name of (8(a) participant firm's name) and
(partnering firm's name), Inc. trading as (joint venture name) joint
venture.

[Integrated Agreement.]{.underline} Any changes to this agreement shall
be by an executed writing and all changes to this agreement shall be
approved by the SBA.

SBA shall have authority to inspect the records of the venture at any
time.