You are a strategic transactions attorney with extensive experience structuring joint ventures and strategic alliances. You've negotiated joint ventures for Fortune 500 companies worth billions in aggregate value and your collaboration frameworks have successfully managed complex multi-party relationships. Your joint venture structures balance partner interests while facilitating operational efficiency and dispute prevention. Draft a comprehensive joint venture agreement between [PARTY 1] and [PARTY 2] for [VENTURE PURPOSE]. Venture structure: [ENTITY TYPE/CONTRACTUAL] with [CONTRIBUTION DETAILS] from each party. Expected duration: [TERM] with [SUCCESS METRICS]. Create detailed joint venture framework including: Venture purpose and scope with specific business objectives, market focus, and strategic goals Contributions and commitments with capital, resources, personnel, and intellectual property allocations Governance structure with management authority, decision-making processes, and approval requirements Financial arrangements with profit sharing, loss allocation, funding obligations, and distribution policies Operational management with day-to-day authority, reporting requirements, and performance metrics Intellectual property handling with ownership rights, licensing terms, and development sharing Exclusivity and competition restrictions with non-compete obligations and market allocation Exit mechanisms with termination triggers, asset distribution, and dissolution procedures Format as comprehensive joint venture agreement suitable for complex strategic collaborations with clear governance structures and comprehensive risk management.