Free Mining Joint Venture Agreement

This Joint Venture Agreement ("Agreement") is entered into as of [Month Day, Year] by and between [Your Company Name], a mining corporation with its principal place of business located at [Your Company Address], hereinafter referred to as "Party A," and [Your Partner Company Name], a company with its principal place of business address at [Your Partner Company Address], hereinafter referred to as "Party B."

WHEREAS, Party A and Party B desire to collaborate and jointly pursue mining operations on the property described herein (the "Project") for their mutual benefit; and

WHEREAS, the parties wish to define their respective rights and obligations with regard to the Project;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

I. Formation of Joint Venture

1. Party A and Party B agree to form a joint venture ("Joint Venture") to conduct mining operations on the property known as [Ginger Mine]. The legal structure of the Joint Venture shall be a partnership registered in accordance with the laws of [Jurisdiction].

2. Each party shall contribute resources, expertise, and funding as specified in this Agreement to achieve the objectives of the Joint Venture.

3. The purpose of the Joint Venture is limited to the exploration, extraction, and processing of minerals on the designated property and any other activities necessary to support such operations.

4. This Agreement does not create a partnership for any purpose beyond the scope of the Project. Each party retains its separate legal identity.

II. Contributions and Ownership

1. Party A agrees to contribute property rights, equipment, and funding. Party B agrees to contribute [expertise, technology, and funding.

2. Ownership interests in the Joint Venture shall be allocated as follows: sixty percent (60%) to Party A and forty percent (40%) to Party B. Ownership percentages reflect the value of each party's contributions.

3. Additional contributions required during the course of the Project shall be made in proportion to ownership interests unless otherwise agreed in writing.

4. All assets acquired by the Joint Venture during its operation shall be owned jointly by Party A and Party B in accordance with their ownership percentages.

5. Any intellectual property developed by the Joint Venture shall be jointly owned, unless otherwise agreed, and shall be used exclusively for the purposes of the Project.

III. Management and Decision-Making

1. The Joint Venture shall be managed by a Management Committee composed of five (5) representatives from each party. Decisions shall be made by majority vote unless otherwise specified.

2. The Management Committee shall establish operational policies, approve budgets, and oversee the execution of mining activities.

3. A designated Project Manager, appointed by the Management Committee, shall be responsible for the day-to-day operations of the Joint Venture.

4. Key decisions, such as approval of budgets exceeding twenty thousand dollars ($20,000), entering into third-party contracts, or changes to the scope of operations, require unanimous approval of the parties.

5. Meetings of the Management Committee shall occur at least quarterly, and minutes of each meeting shall be recorded and distributed to both parties.

IV. Financial Arrangements

1. All revenues generated by the Joint Venture shall be distributed in accordance with ownership percentages after deducting expenses and reserves for operational costs.

2. Each party shall bear its share of losses incurred by the Joint Venture in proportion to ownership interests unless otherwise agreed.

3. The Joint Venture shall maintain separate accounting records, and financial statements shall be audited annually by an independent auditor.

4. Both parties have the right to inspect financial records and request an audit at their own expense.

5. Taxes and other regulatory fees related to the Project shall be borne by the Joint Venture and allocated as a shared expense.

V. Term and Termination

1. The term of the Joint Venture shall be twenty (20) years, commencing on [Month Day, Year] and automatically renewing for five (5) years unless terminated by either party with thirty (30) days’ written notice.

2. Either party may terminate this Agreement for cause, including material breach or insolvency of the other party, upon twenty (20) days’ written notice.

3. Upon termination, all assets of the Joint Venture shall be liquidated, and proceeds distributed in accordance with ownership percentages after settling liabilities.

4. Both parties agree to fulfill any outstanding obligations, including environmental remediation and regulatory compliance, upon termination.

5. Termination of this Agreement shall not affect any accrued rights or liabilities of the parties.

VI. Dispute Resolution

1. Any disputes arising under this Agreement shall be resolved through negotiation between the parties. If negotiation fails, disputes shall be submitted to arbitration in accordance with the rules of Arbitration.

2. Each party shall bear its own costs for arbitration, and the costs of the arbitrator(s) shall be shared equally unless otherwise awarded.

3. Pending resolution of a dispute, both parties shall continue to perform their obligations under this Agreement to the extent feasible.

4. This Agreement shall be governed by the laws of [Jurisdiction], without regard to conflict of law principles.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Party A Signature:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

Party B Signature:

[Name]

[Job Title]

[Your Partner Company Name]

[Month Day, Year]

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