Joint Services Agreement: Definition & Sample

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What is a Joint Services Agreement?

A joint services agreement (JSA) is an agreement between two or more businesses that outlines the specific services that will be provided by each business. This type of agreement can be helpful for businesses that are looking to outsource certain services, or for businesses that need to collaborate on a project. By outlining the specific services each business will provide, a joint services agreement can help to avoid any confusion about who is responsible for what. It can also help to ensure that all parties involved are held accountable for their commitments.

Common Sections in Joint Services Agreements

Below is a list of common sections included in Joint Services Agreements. These sections are linked to the below sample agreement for you to explore.

Joint Services Agreement Sample

JOINT SERVICES AGREEMENT

T HIS J OINT S ERVICES A GREEMENT (this “Agreement”) is made as of this 18 th day of June 2004, by and between Resorts International Hotel, Inc. , a New Jersey corporation having a place of business at 1133 Boardwalk, Atlantic City, New Jersey 08401(“RIH”) and Colony Resorts LVH Acquisitions, LLC , a Nevada limited liability company having a place of business at The Las Vegas Hilton, 3000 Paradise Road, Las Vegas, Nevada 89109 (“LVH”).

A. RIH owns and operates “Resorts Atlantic City,” a hotel and casino resort facility located in Atlantic City, New Jersey (“RIH Casino”).

B. LVH owns and operates “The Las Vegas Hilton,” a hotel and casino resort facility located in Las Vegas, Nevada (“LVH Casino,” and together with the RIH Casino, the “Casinos”).

C. RIH and LVH each believe it to be in their best interests to jointly procure certain products and services, and to otherwise cooperate in the use and implementation of such products and services, in the areas of insurance, risk management, legal, information technology, entertainment booking and purchasing, in accordance with the terms and conditions set forth in this Agreement, and that by so doing each of RIH and LVH can achieve substantial cost savings and efficiencies in the operation of the Casinos.

N OW , T HEREFORE , in consideration of the premises and mutual promises and representations contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1 Cooperative Covenant . The parties agree to cooperatively develop and implement such joint programs for the Casinos for the procurement and implementation of insurance products and services, risk management services, legal services, information technology products and services, entertainment products and services and general purchasing needs as they may mutually agree upon. In connection with the efforts of the parties under this Agreement, each party shall utilize such personnel, resources, skills, know-how and information, as it considers necessary and consistent with its internal policies.

1.2 Joint Efforts . Each of RIH and LVH shall, by notice to the other, designate one officer or employee (a “Liaison”) to serve as a primary liaison to the other party in each of the areas of insurance, risk management, legal, information technology, entertainment and purchasing. Each Liaison shall confer with his or her counterpart in order to explore opportunities for collective cost savings and efficiencies in the procurement by the Casinos of products or services within their respective areas of expertise, and, to the extent feasible, develop programs or proposals to achieve such cost savings and efficiencies (a “Joint Proposal”). A Joint Proposal may consist of a single transaction (such as the using combined purchasing power to command more favorable terms for the purchase of commonly needed supplies) or an on-going program (such as joint liability insurance coverage).

1.3 Acceptance of Joint Proposals . RIH and LVH may accept or reject any Joint Proposal in their respective sole and absolute discretion. In the event RIH and LVH both accept a Joint Proposal, then the parties shall implement such Joint Proposal in accordance with its terms and the terms and conditions set forth in this Agreement. In the event of any conflict between the terms of a Joint Proposal and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall control.

2.1 Term . The term of this Agreement shall commence on the date hereof and shall continue for a period of three (3) years (the “Initial Term”) and, at the end of the Initial Term and each year thereafter, shall automatically renew for an additional one (1) year (Initial Term together with any renewal, the “Term”) unless the Initial Term or Term are sooner terminated as provided for herein.

2.2 Termination . This Agreement may be terminated:

a. Upon six (6) months’ prior written notice to the other party; or

b. Upon the mutual written consent of both parties.

2.3 Automatic Termination . This Agreement shall automatically terminate upon the occurrence of any of the following events:

a. The breach by a party of any of its obligations hereunder provided that the other party has given written notice of the alleged breach and such breach is continuing after thirty (30) days from the date of said notice;

b. The loss by either party of any license required to operate their respective Casino;

c. Any material part of the parties’ rights under this Agreement shall be declared invalid or unenforceable;

d. A party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition or has a petition filed against it under any bankruptcy, insolvency, reorganization or similar law in any country, commits an act of bankruptcy or similar law or takes any action to effect any of the foregoing; or

e. The acquisition by a third party, whether by way of merger, consolidation, asset sale or stock sale, of either RIH or LVH.

f. In the event Archon Financial, L.P. exercises any of it remedies pursuant to the Loan Agreement dated as of June 18, 2004 between LVH, as Borrower, and Archon Financial, L.P., as Lender, including foreclosure on the LVH Casino or the tender by LVH of a deed in lieu of foreclosure.

4.1 Consideration for Joint Proposals . All Joint Proposals shall be on terms that would be available to RIH and LVH on an arm’s length basis with third parties and which are no less favorable to both RIH and LVH than those that would have been obtained in a comparable transaction with an unrelated person.

4.2 Cost Allocation . Any party that incurs costs in excess of its direct share or any expense which is directly allocable to or incurred on behalf of the other party shall be reimbursed by such party so long as such party consented to such expense prior to the incurrence of same. Unless an alternative reimbursement method is specified in an accepted Joint Proposal, a party seeking reimbursement shall issue a reimbursement request to the other party detailing the costs and expenses incurred for which reimbursement is sought, the calculation of each party’s share of such costs and expenses, and such supporting documentation and other information as the other party may reasonably request. Within twenty (20) days of receipt of a reimbursement request and supporting documentation, the party with the reimbursement obligation shall reimburse the party seeking reimbursement for such costs and expenses. All expenses associated with the compliance of any governmental authority regulating gaming in the States of New Jersey and Nevada, including without limitation the New Jersey Casino Control Commission, the New Jersey Division of Gaming Enforcement, the Nevada Gaming Commission and the Nevada State Gaming Control Board shall be the expense of the party regulated by such authority.

4.3 Expenses . Each of RIH and, LVH agrees to be solely responsible for and to pay out of its own funds all expenses incurred by such party relating to or arising out of such party’s performance of this Agreement and the implementation of any Joint Proposal, including without limitation, fees, taxes, insurance premiums, legal and accounting service fees, all secretarial, photocopying, telecommunications, office supplies and other support services, and travel, food and lodging expenses.

4.4 Employer Liability . Each party agrees that its shall be solely responsible for, and that the other party shall have no liability with respect to, the compensation of and any claims asserted by its respective officers, directors, partners, members, employees or agents assigned or requested to perform under this Agreement. For purposes of this Section 4.4, “compensation” shall include salary, wages, benefits and federal, state and local payroll taxes, and “claims” shall include disability, workers’ compensation, discrimination or other employer liability or tort claim.