Joint Venture Agreement Template

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Joint Venture Agreement

 

This Joint Venture Agreement (the “Agreement”) has been entered into and is effective as of the date of the last signature below (the “Effective Date”) by and between:

 

Party A: [PARTY A NAME] a company organized and existing under the laws of [PARTY A COUNTRY], with a registered address at [PARTY A ADDRESS] (“Party A”).

 

Party B: [PARTY B NAME] a company organized and existing under the laws of [PARTY B COUNTRY], with a registered address at [PARTY B ADDRESS] (“Party B”).

 

(Party A and Party B may be referred to individually as a “Party” and collectively as the “Parties.”) WHEREAS, the Parties wish to establish a joint venture for the purpose of [DESCRIBE PURPOSE OF JOINT VENTURE]; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, terms and conditions set forth herein, and intending to be legally bound hereby, the Parties hereby agree as follows:

 

  1. DEFINITIONS

 

1.1. “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of a Person, whether by contract, voting rights, shareholdings or otherwise; and the terms “controlling”, “controlled by” and “under common control with” have meanings correlative to the foregoing.

1.2. “Affiliate Indemnified Person” means (i) Party A and each of Party A’s Affiliates and each of their respective directors, officers, employees and agents, and (ii) Party B and each of Party B’s Affiliates and each of their respective directors, officers, employees and agents.

1.3. “Business” means the business of [DESCRIBE BUSINESS].

1.4. “Business Day” means a day that is not a Saturday, Sunday or public holiday in [LOCATION].

1.5. “Cash and Equivalents” means cash, cash equivalents and investments held in cash, cash equivalents or investments.

1.6. “Confidential Information” means any information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.

1.7. “Disclosing Party” means the Party disclosing Confidential Information under this Agreement.

1.8. “Laws” means any statutes, laws, ordinances, codes, rules, regulations, judgments, orders, decrees, injunctions, and other similar requirements of any governmental authority.

1.9. “Liability” means any liability, obligation, claim, action, suit, demand, loss, damage, cost, expense, interest, penalty, fine, reimbursement, settlement, indemnity, and/or any other form of loss or claim whatsoever, whether or not arising out of third party claims, in law or in equity, whether or not arising under contract, tort (including negligence), strict liability, or any other theory of law or equity.

1.10. “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, interest and other costs of defending any action or threatened action.

1.11. “Person” means any individual, corporation, partnership, joint venture, limited liability company, government or governmental subdivision or agency, business trust, unincorporated association, or other legal entity.

1.12. “Receiving Party” means the Party receiving Confidential Information under this Agreement.

 

  1. JOINT VENTURE PURPOSE

 

2.1. Subject to the terms and conditions of this Agreement, The Parties intend to establish and maintain a joint venture to engage in the Business. The Parties shall carry out the Business in good faith and to the best of their abilities.

2.2. The Parties shall execute and perform all such further acts, deeds, things and instruments and shall execute and deliver all such other documents as may be reasonably necessary or desirable to carry out the express terms and intent of this Agreement.

2.3. The relationship between the Parties is exclusively that of Joint Ventures. Nothing in this Agreement shall be construed to create employment, partnership, or other fiduciary relationship between the parties.

 

2.4. PRINCIPAL PLACE OF BUSINESS

 

The principal place of business for the Joint Venture will be as follows: [Place of Business]

 

  1. JOINT VENTURE STRUCTURE

 

3.1. The Parties hereby form a joint venture and associate together for the purpose of carrying out the Business. The joint venture shall be considered a partnership for all purposes.

3.2. The joint venture shall be known as [JOINT VENTURE NAME].

3.3. The joint venture does not constitute a separate legal entity and the Parties shall be jointly and severally liable for the debts and obligations of the joint venture. The Parties agree that any right or obligation of the joint venture may be enforced by either Party against the joint venture or any other Party, and that no Party shall be entitled to assert any right or claim arising from or relating to this Agreement on behalf of the joint venture.

3.4. The Parties hereby agree that legal title to assets of the Joint Venture, including intellectual property assets, real property assets, incoming funds or other monetary assets, as well as the Joint Venture itself, shall remain in the name of the Joint Venture. Legal title to the Joint Venture shall also remain in the name of the Joint Venture itself.

 

  1. JOINT VENTURE GOALS

 

The Parties shall use their best efforts to achieve the following joint venture goals:

4.1. [GOAL 1];

4.2. [GOAL 2]; and

4.3. [GOAL 3].

 

OWNERSHIP AND CAPITAL

 

The Parties will each own a fraction of the Joint Venture in accordance with their individual percentage of capital contributions, as listed below. The parties will share profits and losses according to the same schedule as ownership.

The ownership interest for each Party shall be as follows:

PARTY A: _____ %

PARTY B: _____ %

Each of the Parties will maintain separate accounts which will contain their own capital contributions as may be used by the Joint Venture, as well as any of their share of the profits of the Joint Venture. The separate accounts will also be adjusted to reflect losses or distributions of the Joint Venture in the respective percentages. The initial individual capital contributions of the Parties are as follows:

PARTY A: _____ U.S. $

PARTY B: _____ U.S. $

The Parties may desire to add funds to each of their capital contributions but must do so in a mutually agreed-upon manner. The Parties may also take out loans or acquire other debt for the Joint Venture, but both Parties must agree in writing prior to any such acquisition or loan or other financial obligation.

 

DUTIES AND OBLIGATIONS

 

The general duties and obligations of the Parties shall be as follows: _______________

 

  1. JOINT VENTURE MANAGEMENT

 

5.1. The joint venture shall be managed by [PARTY A NAME] as the managing partner. The managing partner shall be responsible for the day-to-day management of the joint venture.

5.2. The managing partner may delegate its management responsibilities to [PARTY A NAME’S AFFILIATE]. [PARTY A NAME’S AFFILIATE] shall be responsible to the managing partner for the performance of its management responsibilities.

5.3. The managing partner shall consult with Party B on all matters of significance regarding the Business. The managing partner shall provide Party B with full information regarding the operations of the Business and shall consult with Party B prior to taking any action that would adversely affect Party B’s rights under this Agreement.

 

  1. TERM

 

This Agreement shall commence on the Effective Date and continue for a period of [NUMBER OF YEARS] years (the “Term”). The Joint Venture may, however, be terminated prior to this date if the purpose of the Joint Venture has been completed and the Joint Venture has been sold or dissolved after the repayment of any debts owed.

At the termination of the Joint Venture, the Joint Venture and any remaining assets will be liquidated and the Parties will split the proceeds of such liquidation in a percentage corresponding to their individual amounts of contribution.

If the Joint Venture must be terminated prior to dissolution, sale, or completion, it may be in the following circumstances:

a.) If any Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not, the non-breaching party may terminate this Agreement in writing and force the sale or dissolution of the Joint Venture and its assets;

b.) If any Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform, any other party may terminate this Agreement in writing and force the sale or dissolution of the Joint Venture and its assets.

Any termination under this subpart shall not affect the accrued rights or liabilities of any Party under this Agreement or at law and shall be without prejudice to any rights or remedies any Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.

 

 

 

  1. ACCOUNTING

 

The accounting records of the Joint Venture will be kept according to generally accepted accounting principles (GAAP) and will be available for inspection by any Party at any time.

 

  1. MEETINGS

 

Meetings will be called and carried out as follows: ___________________

 

  1. CONFIDENTIALITY

 

Each Party hereby acknowledges and agrees that they and the other party or parties each possess certain non-public Confidential Information (as hereinafter defined) regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses and the Parties have entered into this Joint Venture as a business relationship, through which they will each have access to another party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.

  1. a) Confidential Information refers to any information which is confidential and commercially valuable to any of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable to any of the Parties.

Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not mean any information which:

  1. I) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;
  2. II) is already known, through legal means, to the Receiving Party;

III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

  1. IV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
  2. V) is developed independently by the Receiving Party and the Receiving Party can show such independent development.

 

  1. ARBITRATION

 

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following state: Alabama. The arbitration shall be conducted by a single arbitrator and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, or award punitive damages. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Alabama. Each Party shall pay their own costs and fees. The Parties, in agreement with this sub- part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

 

  1. INSURANCE

 

The Joint Venture will obtain and maintain appropriate insurance for the particular industry the Joint Venture operates in.

 

  1. INDEMNIFICATION

 

The Joint Venture will indemnify and hold each Party harmless for any and all damages or claims of any nature that may arise from the Party's participation in the Joint Venture, except in situations where the Party has been grossly negligent or has engaged in willful misconduct.

 

  1. LIMITATION OF LIABILITY

 

Except in cases of death or personal injury caused by any party's negligence, any party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement shall be limited to the amount each Party profited from the Joint Venture in the preceding three (3) months.

To the extent it is lawful, no Party shall be liable to any other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.

 

  1. EXECUTION

 

Name: ________________

Representative Name: ________________

Representative Signature: ________________

Representative Title: ________________

Date: ________________

 

Name: ________________

Representative Name: ________________

Representative Signature: ________________

Representative Title: ________________

Date: ________________