Joint Venture Contract

This Joint Venture Contract (the "Contract") is made and entered into this 18th day of April 2050, by and between:

[Your Name], on behalf of [Your Company Name], with its principal place of business located at [Your Company Address], hereinafter referred to as "Party A"; and

Brightstar Technologies LLC, with its principal place of business located at [Brightstar Technologies LLC Address], hereinafter referred to as "Party B".

Party A and Party B may be referred to in this Contract individually as a "Party" or collectively as the "Parties".

RECITALS

WHEREAS, Party A and Party B (individually, a "Party" and collectively, the "Parties") desire to enter into a joint venture arrangement to develop and deploy innovative artificial intelligence solutions for the healthcare industry;

WHEREAS, the Parties intend to collaborate on creating cutting-edge software applications to revolutionize patient care and streamline healthcare operations;

WHEREAS, the Parties recognize that the successful execution of the joint venture will require substantial resources, expertise, and capital investment from both Parties;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Formation of Joint Venture

1.1 Purpose of the Joint Venture: The Parties hereby agree to establish a joint venture entity ("Joint Venture") to develop and deploy innovative artificial intelligence solutions for the healthcare industry.

1.2 Legal Formalization of the Joint Venture: The Parties shall execute all necessary documentation and take all actions required by law to formally establish the Joint Venture as a separate legal entity by the laws of [Jurisdiction].

2. Management and Governance

2.1 Structure of Board of Directors: The management and governance of the Joint Venture shall be conducted by a board of directors consisting of Ten (10) directors, with each Party entitled to appoint Five (5) directors to the board.

2.2 Decision-Making Process: Decisions of the board of directors shall be made by a majority vote, with each director having one vote.

2.3 Appointment of Chairman of the Board: The Parties shall appoint a chairman of the board, who shall preside over board meetings and serve as the primary liaison between the Joint Venture and the Parties.

3. Capital Contributions

3.1 Initial Capital Contribution: Each Party shall make an initial capital contribution to the Joint Venture in the amount of $500,000 within 30 days of the execution of this Contract.

3.2 Additional Capital Contributions: The Parties shall thereafter make additional capital contributions to the Joint Venture as may be required for the successful execution of the joint venture project, subject to the approval of the Board of Directors.

4. Sharing of Profits and Losses

4.1 Allocation of Profits and Losses: Profits and losses of the Joint Venture shall be allocated to the Parties in proportion to their respective ownership interests in the Joint Venture.

4.2 Distribution of Profits: Any distributions of profits to the Parties shall be made by the terms of this Contract and the decision of the Board of Directors.

5. Term and Termination

5.1 Commencement and Duration: This Contract shall commence on the date first above written and shall continue in full force and effect until terminated by mutual agreement of the Parties or by operation of law.

5.2 Termination by Notice: Either Party may terminate this Contract upon 30 days' prior written notice to the other Party in the event of a material breach of this Contract by the other Party.

6. Confidentiality

6.1 Confidentiality Obligations: The Parties shall maintain the confidentiality of all proprietary information, trade secrets, and other confidential information shared or obtained in connection with the Joint Venture.

6.2 Use of Confidential Information: The Parties shall not disclose or use any confidential information for any purpose other than the performance of their obligations under this Contract without the prior written consent of the disclosing Party.

7. Governing Law and Dispute Resolution

7.1 Jurisdiction and Applicable Law: This Contract shall be governed by and construed by the laws of [Jurisdiction].

7.2 Dispute Resolution: Any disputes arising out of or relating to this Contract shall be resolved through arbitration administered by [Arbitration Administration Body] by its rules and procedures.

IN WITNESS WHEREOF, the Parties have executed this Contract as of the date first above written.

[ YOUR NAME]

[Your Company Name]

[DATE SIGNED]

[REPRESENTATIVE'S NAME]

Brightstar Technologies LLC

[DATE SIGNED]