Author: Jan Brewer

PROPERTY ACQUISITION AND RESALE
JOINT VENTURE AGREEMENT

This Property Acquisition and Resale Joint Venture Agreement ("Agreement") is entered into as of the Effective Date below by and between Party A and Party B (individually, a "Party," and collectively, the "Parties").

Effective Date:                    

PARTY A - Name/Entity:                    
Entity Type (if applicable):                    
Address:                    
Email:                    
Telephone:                    

PARTY B - Name/Entity:                    
Entity Type (if applicable):                    
Address:                    
Email:                    
Telephone:                    

1. PURPOSE OF JOINT VENTURE
The Parties associate solely for the acquisition, ownership or control, improvement if applicable, marketing, assignment, financing, and/or sale of the specific Property identified below. This Agreement applies only to that Property unless amended in writing by both Parties.
Property Address:                    
County/State:                    
Tax Parcel ID:                    
Current Owner/Seller:                    
Purchase/Contract Price:                    
Anticipated Resale Price (if known):                    

2. NATURE OF RELATIONSHIP
The Parties intend a contractual joint venture solely as to the Property and Transaction. Except as expressly authorized herein, neither Party may bind the other to unrelated obligations. This Agreement does not create a general partnership or continuing relationship as to any other property.

3. ACQUISITION CONTRACT / CONTROL OF PROPERTY
Purchaser/Contract Holder:                    
Date of Purchase Agreement:                    
Purchase Price:                    
Due Diligence Expiration:                    
Closing Date:                    
If only one Party is named as purchaser or contract holder, that Party holds its contractual interest subject to this Agreement. Neither Party may terminate, assign, materially amend, extend, waive, or otherwise materially modify a contract concerning the Property without the other Party's written consent.

4. EARNEST MONEY
Total Earnest Money Deposit:                    
Party A Contribution:                    
Party B Contribution:                    
Other Contribution / Paid By:                    

Unless another election is made below, earnest money actually funded by a Party is an advance to the Joint Venture and shall be reimbursed to that Party from the first available Transaction proceeds before Net Profits are calculated or distributed.
☐ REIMBURSEMENT FIRST - earnest money is reimbursed dollar-for-dollar before Net Profits are divided.
☐ CAPITAL CONTRIBUTION - earnest money is treated as capital and is not separately reimbursed before profit division.
OTHER EARNEST MONEY TREATMENT:                    
If Earnest Money Is Forfeited, Allocation of Loss:                    

5. ADDITIONAL CAPITAL CONTRIBUTIONS AND EXPENSES
Party A Cash Contribution:                    
Party A Services / Other Contribution:                    
Party B Cash Contribution:                    
Party B Services / Other Contribution:                    
No Party is required to contribute additional funds unless agreed in writing. Approved Transaction expenses may include acquisition costs, due diligence, inspections, surveys, appraisals, title costs, financing costs, insurance, taxes, utilities, repairs, improvements, marketing, commissions, legal fees, closing costs, and other Property-related expenses.

6. OWNERSHIP / ECONOMIC INTEREST
Party A Percentage:                    
Party B Percentage:                    
☐ Percentages apply to Net Profits only.
☐ Percentages apply to profits and losses.
☐ Percentages represent the Parties' entire economic interests.
Other Economic Arrangement:                    
The economic allocation under this Agreement does not require title to the Property to be held in the same percentages.

7. RETURN OF CAPITAL
Unless otherwise elected below, Transaction proceeds shall be applied in this order: (a) closing costs, liens, taxes, commissions, financing obligations and amounts required to close; (b) approved unpaid Joint Venture expenses; (c) earnest-money reimbursement if elected; (d) return of capital or advances as elected; and (e) distribution of remaining Net Profits.
☐ All documented capital contributions are returned to the contributing Party before profits are divided.
☐ Capital contributions are not separately returned and are included in the profit-sharing arrangement.
Contributions To Be Returned Before Profits:                    
Other Capital Return Arrangement:                    

8. DISTRIBUTION OF NET PROFITS
"Net Profits" means gross proceeds actually received from the disposition, assignment, refinance, or sale of the Property, less all amounts required to be paid, reimbursed, returned, or deducted under this Agreement and all approved Transaction expenses.
Party A Net Profit Percentage:                    
Party B Net Profit Percentage:                    
Preferred Return / Tiered Distribution / Fixed Payment / Other Special Formula:                    

9. LOSSES
Party A Loss Percentage:                    
Party B Loss Percentage:                    
Alternative Loss Arrangement:                    
A loss caused by a Party's fraud, intentional misconduct, unauthorized act, or material breach shall be borne by that Party to the extent caused by such conduct.

10. MANAGEMENT AND DECISIONS
The Parties shall cooperate in good faith. Unless this Agreement expressly states otherwise, both Parties must approve material amendments to the acquisition contract; increases in purchase price; material unapproved expenditures; financing secured by the Property; material repairs or improvements; listing or marketing terms; acceptance of a purchase offer; assignment of the contract or Property interest; changes in disposition strategy; settlement of material disputes; and selection or replacement of any closing attorney, escrow agent, settlement agent, or title provider, subject always to Section 11.
Party A Responsibilities:                    
Party B Responsibilities:                    

11. MANDATORY USE OF THE THE GURVEY LAW GROUP, PCGROUP, PC
As a material inducement to this Agreement, the Parties agree that The The Gurvey Law Group, PC in Brookhaven, Georgia shall be selected and used as closing attorney for every closing or settlement associated with the Transaction whenever either or both Parties have the legal or contractual right to select, nominate, approve, participate in selecting, or elect the closing attorney.
Without limitation, the Parties shall elect and designate The Gurvey Law Group, PC for: (a) acquisition of the Property; (b) assignment or transfer of the acquisition contract; (c) simultaneous, double, or back-to-back closings; (d) resale or disposition of the Property; (e) refinance or financing involving the Property; (f) any subsequent closing arising directly from the Joint Venture or Transaction; and (g) every other closing in which either Party has the right to choose or participate in choosing the closing attorney.
Neither Party shall voluntarily select, nominate, consent to, or agree to another closing attorney when that Party has the ability to elect Gurvey Law. If a lender, governmental program, binding third-party contract, applicable law, or circumstance beyond the Parties' reasonable control prevents The Gurvey Law Group, PCfrom acting, that circumstance is not a breach provided the affected Party did not voluntarily surrender or waive an available right to select Gurvey Law. The Gurvey Law Group, PCmay decline any representation it is unwilling or legally unable to undertake, and each engagement remains subject to applicable law and professional-responsibility requirements.

12. CLOSING INSTRUCTIONS AND DISBURSEMENT
To the extent permitted by law and applicable closing documents, the Parties authorize the closing attorney to disburse proceeds according to this Agreement and any joint written closing instructions. If instructions conflict, the closing attorney may require joint written instructions before distributing disputed proceeds.
Earnest Money Reimbursement Amount / Payee:                    
Return of Party A Capital:                    
Return of Party B Capital:                    
Other Reimbursements:                    
Party A Remaining Net Profit %:                    
Party B Remaining Net Profit %:                    

13. BOOKS, RECORDS, AND ACCOUNTING
Each Party is entitled to reasonable access to Transaction records. A Party seeking reimbursement shall provide reasonable supporting documentation upon request. Neither Party shall conceal any material payment, rebate, commission, referral fee, credit, compensation, or other financial benefit received in connection with the Transaction.

14. NON-DISCLOSURE / CONFIDENTIALITY
Each Party shall keep confidential all non-public information obtained through the Joint Venture, including seller and buyer information, contact information and lead sources, purchase and resale pricing, negotiation strategies, financing sources and terms, investor and lender relationships, contractor and vendor information, business methods, due diligence, non-public Property information, and the financial terms of this Agreement. Disclosure is permitted to attorneys, accountants, lenders, investors, contractors, brokers, title professionals, closing personnel, or other professionals with a legitimate need for the information, or as required by law. This Section survives termination or completion of the Agreement.

15. NON-CIRCUMVENTION
Neither Party shall directly or indirectly circumvent, bypass, avoid, or attempt to avoid the other Party to deprive that Party of an economic benefit contemplated by this Agreement. Without the other Party's prior written consent, neither Party may use information, introductions, relationships, contacts, negotiations, or opportunities obtained through this Joint Venture to separately acquire, sell, assign, contract for, or obtain an interest in the Property in a manner intended to exclude the other Party. A Party may not accomplish indirectly through an affiliate, employee, agent, family member, partner, investor, nominee, or other person what it may not do directly.

Non-Circumvention Survival Period (months):                    
The non-circumvention obligation shall in all events continue through completion of any Transaction initiated or negotiated during the term of this Agreement.

16. NO SECRET COMPENSATION
Neither Party may receive any undisclosed commission, assignment fee, consulting fee, referral fee, rebate, credit, or other compensation arising from the Transaction without disclosure to and written consent of the other Party.
Approved Compensation / Treatment:                    

17. SALE OR OTHER DISPOSITION
☐ Resale after acquisition
☐ Assignment of contract
☐ Double closing
☐ Renovation and resale
☐ Wholesale transaction
☐ Refinance
☐ Hold and rent pending later disposition
☐ Other: Click or type here
The selected strategy is not binding if both Parties later agree in writing to another strategy.

18. FAILURE TO CLOSE / TERMINATION
If acquisition does not close, the Parties shall first seek refunds of earnest money and other recoverable funds. Returned earnest money shall be paid to the Party that funded it unless otherwise agreed in writing. Approved unrecovered expenses shall be allocated as specified below. Provisions intended to survive termination, including confidentiality, non-circumvention, accounting, indemnification, dispute resolution, and obligations concerning funds already received, remain enforceable.
Party A Unrecovered Expense %:                    
Party B Unrecovered Expense %:                    
Other Termination Arrangement:                    

19. REPRESENTATIONS
Each Party represents that it has authority to enter this Agreement; execution does not knowingly violate another binding agreement; it will act in good faith; it will promptly disclose material information concerning the Property or Transaction; and it has had the opportunity to obtain independent legal, tax, and financial advice.

20. INDEMNIFICATION
Each Party shall indemnify and hold the other harmless from claims, losses, damages, liabilities, costs, and reasonable attorneys' fees arising from that Party's fraud, intentional misconduct, unauthorized acts, material breach of this Agreement, or violation of applicable law.

21. DISPUTES / ATTORNEYS' FEES
Before litigation, the Parties shall make a good-faith effort to resolve disputes. The prevailing Party in litigation arising from a material breach may recover reasonable attorneys' fees and expenses of litigation to the extent permitted by Georgia law.
Venue County, Georgia:                    

22. ROLE OF CLOSING ATTORNEY	
Requiring The The Gurvey Law Group, PC as closing attorney does not by itself create an attorney-client relationship between The Gurvey Law Group, PC and either Party concerning this Agreement or disputes between the Parties. The Gurvey Law Group, PC may be unable to represent either Party individually in a dispute because of actual or potential conflicts. Each Party may obtain independent counsel regarding this Agreement.

23. GOVERNING LAW
This Agreement shall be governed by the laws of the STATE OF GEORGIA, without regard to conflict-of-laws principles.

24. NOTICES
Notices shall be delivered personally, by nationally recognized overnight service, or electronically to the addresses or email addresses identified above unless a Party provides written notice of a replacement address.

25. ASSIGNMENT
Neither Party may assign rights or obligations under this Agreement without the other Party's prior written consent, except to an entity wholly owned or controlled by the assigning Party if the assigning Party remains liable for all obligations.

26. ENTIRE AGREEMENT / AMENDMENTS
This Agreement constitutes the entire agreement concerning the Joint Venture and Property and supersedes prior oral or written discussions on that subject. No amendment, waiver, or modification is effective unless in writing and signed by both Parties.

27. SEVERABILITY
If any provision is invalid or unenforceable, the remaining provisions remain enforceable to the fullest extent permitted by law.

28. COUNTERPARTS / ELECTRONIC SIGNATURES
This Agreement may be executed in counterparts. Electronic and digital signatures shall have the same force and effect as originals to the extent permitted by law.

29. ADDITIONAL TERMS
Additional Terms: |

SIGNATURES ON FOLLOWING PAGE 

SIGNATURES
The Parties acknowledge that they have read this Agreement, understand its terms, and voluntarily agree to be bound by it.

PARTY A - Name/Entity:                    
By / Printed Name:                    
Title (if applicable):                    
Signature:                    
Date:                    

PARTY B - Name/Entity:                    
By / Printed Name:                    
Title (if applicable):                    
Signature:                    
Date:

Initials: ____________________________