JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (“Agreement”) is made and entered into on [Date],
BETWEEN:
[Party A Name], a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business at [Party A Address] (“Party A”);
AND
[Party B Name], a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business at [Party B Address] (“Party B”).
(Each a “Party” and together, the “Parties”)
RECITALS
WHEREAS, the Parties wish to collaborate and combine their resources for the purpose of [Brief Description of Joint Venture Purpose/Project] (“Joint Venture”);
WHEREAS, the Parties desire to set out the terms and conditions governing their relationship and respective rights and obligations in relation to the Joint Venture;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:
1. FORMATION AND NAME
1.1 The Parties hereby establish a joint venture (the “Joint Venture”) under the name “[Joint Venture Name]”, or such other name as the Parties may agree in writing.
1.2 The principal place of business of the Joint Venture shall be at [Joint Venture Address], or such other place as may be determined by mutual agreement.
2. PURPOSE
2.1 The purpose of the Joint Venture is to [Detailed Description of the Project, Business, or Purpose].
2.2 The Joint Venture shall operate solely for the purposes described in this Agreement, unless otherwise agreed in writing by the Parties.
3. CONTRIBUTIONS
3.1 Each Party shall make the following contributions to the Joint Venture:
- Party A: [Description of Contributions, e.g., cash, assets, services, intellectual property, etc.]
- Party B: [Description of Contributions, e.g., cash, assets, services, intellectual property, etc.]
3.2 Additional contributions, if any, shall be made as agreed upon in writing by the Parties.
4. OWNERSHIP AND PROFITS
4.1 The ownership interests of the Parties in the Joint Venture shall be as follows:
- Party A: [Percentage]%
- Party B: [Percentage]%
4.2 Profits and losses of the Joint Venture shall be shared between the Parties in proportion to their respective ownership interests, unless otherwise agreed in writing.
5. MANAGEMENT AND DECISION MAKING
5.1 The Joint Venture shall be managed by a management committee (the “Committee”) comprised of [Number] representatives from each Party.
5.2 Decisions of the Committee shall require [Describe Voting Requirements, e.g., unanimous consent, majority vote, etc.].
5.3 Day-to-day operations may be delegated to [Name/Title or Description of Responsible Person/Entity], as agreed by the Committee.
6. TERM AND TERMINATION
6.1 This Agreement shall commence on [Effective Date] and shall continue until [End Date/Completion of Project/Termination Event], unless terminated earlier as provided herein.
6.2 Either Party may terminate this Agreement upon [Notice Period Days] days’ written notice to the other Party, or immediately upon material breach by the other Party.
6.3 Upon termination, the assets and liabilities of the Joint Venture shall be distributed in accordance with the Parties’ ownership interests, after settling all outstanding obligations.
7. CONFIDENTIALITY
7.1 Each Party agrees to keep confidential all non-public information relating to the Joint Venture and the other Party’s business, except as required by law or with the other Party’s written consent.
8. NON-COMPETE AND NON-SOLICITATION
8.1 During the term of this Agreement and for [Non-Compete Period] after termination, neither Party shall directly compete with the Joint Venture in [Describe Relevant Market/Area], except with the prior written consent of the other Party.
8.2 Neither Party shall solicit or hire employees of the other Party involved in the Joint Venture during the term of this Agreement and for [Non-Solicitation Period] after termination.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each Party represents and warrants that it has the power and authority to enter into this Agreement and that its participation does not violate any other agreement.
10. LIABILITY AND INDEMNITY
10.1 Each Party shall be liable for its own acts and omissions and shall indemnify the other Party against any claims arising from its breach of this Agreement or negligence.
11. MISCELLANEOUS
11.1 Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as a Party may notify in writing).
11.2 Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.
11.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the Joint Venture and supersedes all prior agreements, understandings, or representations.
11.4 Amendments: Any amendments or modifications to this Agreement must be in writing and signed by both Parties.
11.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
11.6 Dispute Resolution: Any disputes arising out of or relating to this Agreement shall be resolved by [Describe Mechanism: e.g., negotiation, mediation, arbitration, court, etc.] in [Jurisdiction].
12. DISCLAIMER
This document is a template and may not be suitable for all situations. The Parties should consult with legal counsel before signing this agreement.
IN WITNESS WHEREOF, the Parties have executed this Joint Venture Agreement as of the date first above written.
[Party A Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
[Party B Name]
By: ___________________________
Name: [Name]
Title: [Title]
Date: _________________________
