Joint Venture Agreement - Template, Sample Form Online Pro · US-law

JOINT VENTURE AGREEMENT

State of ________

This Joint Venture Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at:

________

and ________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at:

________

Each of the foregoing entities may be referred to individually as a "Joint Venturer" or "Party" and collectively as the "Joint Venturers" or "Parties."

RECITALS

WHEREAS, the Parties desire to associate themselves in a joint venture (the "Joint Venture") for the limited purpose described herein;

WHEREAS, the Parties wish to set forth in writing the terms and conditions governing their relationship and the conduct of the Joint Venture;

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

ARTICLE 1 — FORMATION AND PURPOSE OF THE JOINT VENTURE

1.1 Subject to the terms and conditions of this Agreement, the Parties hereby form a joint venture to be known as: ________ (the "Joint Venture").

1.2 The purpose and scope of the Joint Venture shall be limited to the following:

________

1.3 No business or activity other than as described above shall be undertaken by the Joint Venture without the prior written consent of all Parties.

1.4 The relationship between the Parties is solely that of joint venturers for the limited purpose set forth herein. Except as expressly provided in this Agreement, nothing herein shall be construed to create a general partnership, employment relationship, agency, or other fiduciary relationship between the Parties for any other purpose.

ARTICLE 2 — PRINCIPAL PLACE OF BUSINESS

2.1 The principal place of business of the Joint Venture shall be:

________

2.2 The principal place of business may be changed, and additional places of business established, only upon the mutual written agreement of the Parties.

ARTICLE 3 — ASSETS AND TITLE

3.1 Legal title to all assets of the Joint Venture, including without limitation intellectual property, real property, funds, and other monetary or tangible assets, shall be held in the name of the Joint Venture. All such assets shall be used exclusively for the purposes of the Joint Venture.

ARTICLE 4 — OWNERSHIP, CAPITAL, AND ALLOCATIONS

4.1 Each Party shall own a proportionate interest in the Joint Venture corresponding to its percentage of capital contributions, as set forth below. The Parties shall share profits and losses in the same proportions as their ownership interests.

4.2 The ownership interests of the Parties shall be as follows:

________:

________%

________:

________%

4.3 Each Party shall maintain a separate capital account reflecting its capital contributions, its allocable share of profits, and any losses and distributions, adjusted in the respective proportions set forth above. The initial capital contributions of the Parties are as follows:

________:

U.S. $________

________:

U.S. $________

4.4 Additional capital contributions may be made only in a manner mutually agreed upon in writing by the Parties. No Party shall be required to make any additional contribution except as so agreed. The Joint Venture may incur loans or other debt only upon the prior written agreement of all Parties.

4.5 The Parties intend that the Joint Venture be treated as a partnership for U.S. federal and applicable state income tax purposes, and no Party shall take any position inconsistent with such treatment without the consent of the other Party.

ARTICLE 5 — DUTIES AND OBLIGATIONS

5.1 The respective duties and obligations of the Parties shall be as follows:

________:

________

________:

________

ARTICLE 6 — TERM AND TERMINATION

6.1 The Joint Venture shall commence on the Effective Date and shall terminate on the following date: ________, unless earlier terminated in accordance with this Agreement. The Joint Venture may be terminated prior to such date upon the completion of its purpose and the sale or dissolution of the Joint Venture following repayment of all outstanding debts.

6.2 Upon termination, the assets of the Joint Venture shall be liquidated, outstanding liabilities satisfied, and the remaining proceeds distributed to the Parties in proportion to their respective ownership interests.

6.3 The Joint Venture may be terminated prior to dissolution, sale, or completion in any of the following circumstances:

a) If any Party commits a material breach of this Agreement that is incapable of cure, or that is capable of cure but is not remedied within fourteen (14) days after written notice from a non-breaching Party, the non-breaching Party may terminate this Agreement by written notice and compel the sale or dissolution of the Joint Venture and its assets;

b) If any Party becomes unable to perform its obligations hereunder, including any obligation to contribute capital or to perform duties, or becomes insolvent, files for bankruptcy, or has a receiver appointed, any other Party may terminate this Agreement by written notice and compel the sale or dissolution of the Joint Venture and its assets.

6.4 Termination shall not affect the accrued rights or liabilities of any Party arising under this Agreement or at law, and shall be without prejudice to any rights or remedies to which any Party may be entitled. Any provision intended by its nature to survive termination shall survive and continue in full force and effect.

ARTICLE 7 — MANAGEMENT AND GENERAL DUTIES

7.1 The Parties, or such manager as the Parties may mutually agree to appoint, shall manage the Joint Venture, including the following responsibilities:

a) Overseeing the day-to-day operations of the Joint Venture;

b) Maintaining the books and financial records of the Joint Venture;

c) Hiring, supervising, and managing staff or contractors as appropriate;

d) Undertaking any other responsibility set forth in this Agreement.

ARTICLE 8 — ACTIONS REQUIRING UNANIMOUS CONSENT

8.1 Notwithstanding any other provision of this Agreement, no Party shall cause the Joint Venture to undertake any of the following actions without the mutual written consent of all Parties:

a) Borrowing money or otherwise incurring debt from any person or entity;

b) Lending money or extending credit to any person or entity;

c) Purchasing, leasing, or disposing of real property;

d) Refinancing or modifying the terms of any existing debt obligation;

e) Permitting the refinancing or modification of the terms applicable to any current debtor of the Joint Venture;

f) Admitting any new joint venturer or member.

ARTICLE 9 — ACCOUNTING AND RECORDS

9.1 The accounting records of the Joint Venture shall be maintained in accordance with generally accepted accounting principles (GAAP) and shall be available for inspection and copying by any Party upon reasonable notice during normal business hours.

9.2 The fiscal year of the Joint Venture shall end on the following date in each year: ________.

ARTICLE 10 — MEETINGS

10.1 Meetings shall be called and conducted as follows:

________

ARTICLE 11 — CONFIDENTIALITY

11.1 Each Party acknowledges that it and the other Party possess certain non-public Confidential Information (as defined below) and may possess Trade Secret Information (as defined below) (collectively, the "Proprietary Information") concerning their respective business operations. The Parties agree that such Proprietary Information is valuable and that, through the Joint Venture, each Party may have access to the other's Proprietary Information. "Receiving Party" means the Party receiving Proprietary Information, and "Disclosing Party" means the Party disclosing Proprietary Information.

a) "Confidential Information" means any information that is confidential and commercially valuable to any Party, in any form, including 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, pertaining to, without limitation, research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, or finance.

Confidential Information shall be treated as confidential whether or not labeled as such, where it ought reasonably to be treated as confidential under the circumstances of its disclosure.

Confidential Information shall not include information which:

I) is or becomes publicly known through no fault of the Receiving Party;

II) was lawfully known to the Receiving Party prior to disclosure;

III) is disclosed by the Disclosing Party to third parties without restriction;

IV) is lawfully obtained by the Receiving Party from a third party having the right to disclose it; or

V) is independently developed by the Receiving Party without reference to the Disclosing Party's information, as the Receiving Party can demonstrate.

b) "Trade Secret Information" means any formula, process, method, pattern, design, or other information that derives independent economic value from not being generally known to, or readily ascertainable by, the public or competitors, and that is the subject of reasonable efforts to maintain its secrecy, as defined under the applicable Uniform Trade Secrets Act as enacted in the governing state and the federal Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.).

c) The Parties agree that they shall:

I) Not disclose the Proprietary Information by any unauthorized means to any third party during the term of this Agreement, except that Confidential Information may be disclosed to a service provider necessary for the Joint Venture provided such service provider executes a non-disclosure agreement reasonably acceptable to each Party;

II) Not disclose the Confidential Information by any unauthorized means for a period of three (3) years following termination of this Agreement;

III) Not disclose the Trade Secret Information at any time, for so long as such information remains a trade secret under applicable law;

IV) Not use the Proprietary Information for any purpose except as contemplated herein or as expressly authorized by the Disclosing Party.

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ARTICLE 12 — INTELLECTUAL PROPERTY

12.1 Title to and interest in any intellectual property owned by a Party prior to the formation of the Joint Venture, including without limitation plans, drawings, specifications, reports, analyses, designs, methodologies, code, and artwork, whether registered or unregistered, shall remain the sole property of that Party during the term of this Agreement and thereafter.

12.2 Intellectual property created by or for the Joint Venture during the term and in furtherance of its purpose shall be owned by the Joint Venture, and upon dissolution shall be allocated or licensed among the Parties as they may mutually agree in writing.

ARTICLE 13 — THIRD PARTY LIABILITY

13.1 Each Party agrees that its own liabilities, including debts and other financial obligations, shall remain solely its own and shall not become liabilities of the Joint Venture, nor shall any Party become liable for the separate liabilities of any other Party.

ARTICLE 14 — DECISION DEADLOCK

14.1 The Parties shall generally make business and management decisions of the Joint Venture jointly. In the event the Parties cannot agree on a material issue, a "deadlock" shall be deemed to exist. Upon a deadlock, any Party may offer in writing to purchase the entire interest of the other Party in the Joint Venture at a price mutually agreed upon by the Parties, which price may be determined by an independent third-party valuation.

ARTICLE 15 — TRANSFER OF INTEREST

15.1 No Party shall transfer, sell, assign, pledge, or otherwise encumber its interest in the Joint Venture without the prior written consent of the other Party. Any purported transfer in violation of this Article shall be void. If a transfer is approved, the transferee must expressly accept and agree to be bound by this Agreement by executing a written addendum prior to the transfer.

ARTICLE 16 — NON-COMPETITION

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ARTICLE 17 — DISPUTE RESOLUTION AND ARBITRATION

17.1 In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute through good-faith negotiation. If such efforts fail, the dispute shall be submitted to binding arbitration administered in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in the following location: ________, State of ________.

17.2 The arbitration shall be conducted before a single arbitrator who shall have no authority to add parties, vary the provisions of this Agreement, or award punitive damages. The arbitrator shall apply the substantive law of the State of ________ and applicable federal law. This arbitration provision shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. Judgment upon the award rendered may be entered in any court of competent jurisdiction. Each Party shall bear its own costs and fees, except as otherwise awarded. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ARBITRABLE CLAIM.

ARTICLE 18 — INSURANCE

18.1 The Joint Venture shall obtain and maintain insurance coverage appropriate to the industry in which it operates, in such types and amounts as the Parties may mutually agree.

ARTICLE 19 — INDEMNIFICATION

19.1 The Joint Venture shall indemnify, defend, and hold harmless each Party from and against any and all damages, losses, liabilities, or claims of any nature arising from such Party's participation in the Joint Venture, except to the extent such damages, losses, liabilities, or claims arise out of the Party's gross negligence, willful misconduct, or fraud.

ARTICLE 20 — LIMITATION OF LIABILITY

20.1 Except in cases of death or personal injury caused by a Party's negligence, or in cases of gross negligence, willful misconduct, fraud, or breach of confidentiality obligations, the liability of any Party arising under or in connection with this Agreement, whether in contract, tort, or otherwise, shall be limited to the amount such Party profited from the Joint Venture in the three (3) months preceding the event giving rise to liability.

20.2 To the fullest extent permitted by law, no Party shall be liable to any other Party for any indirect, incidental, special, consequential, or punitive damages, including without limitation economic loss, data loss, loss of goodwill, or loss of turnover, profits, or business.

ARTICLE 21 — GENERAL PROVISIONS

a) GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles, and applicable federal law. Subject to Article 17, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of ________. The Parties agree that this choice of law, venue, and jurisdiction is mandatory and not permissive.

b) LANGUAGE: All communications and notices under this Agreement shall be in the English language.

c) ASSIGNMENT: This Agreement and the rights granted hereunder may not be assigned, sold, leased, or otherwise transferred, in whole or in part, by any Party without the prior written consent of the other Party.

d) AMENDMENTS: This Agreement may be amended only by a written instrument signed by both Parties.

e) NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of any Party. A waiver shall be effective only if set forth in a written agreement signed by the Party to be charged. No waiver of any term shall constitute a waiver of any other term or of the same term on a future occasion. Failure to enforce any term shall not constitute a waiver thereof.

f) SEVERABILITY: If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision had never comprised a part hereof. The remaining provisions shall remain in full force and effect and shall not be affected thereby, and the Parties intend that such provision be reformed to the minimum extent necessary to render it enforceable.

g) FORCE MAJEURE: No Party shall be liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, riot, fire, flood, natural disaster, epidemic, pandemic, governmental action, or labor disputes. The affected Party shall promptly notify the other Party and use reasonable efforts to resume performance as soon as practicable.

h) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral.

i) HEADINGS: Headings are for convenience only and shall not affect the interpretation of this Agreement.

j) COUNTERPARTS AND ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile, and electronic signatures, shall be valid and binding pursuant to the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.

k) NOTICES: Any notice under this Agreement shall be in writing and shall be sent by first class mail, overnight courier, or e-mail to the address of the relevant Party set forth at the head of this Agreement or to the e-mail address set forth below, or to such other address as a Party may notify the other in accordance with this clause. The relevant e-mail addresses of the Parties are:

Party 1 Email:

________

Party 2 Email:

________

Notices shall be deemed received three (3) working days after posting (first class mail), or the next working day after sending (e-mail or overnight courier). In proving service it shall be sufficient to prove that the notice was properly addressed and posted, or that the electronic transmission was addressed, dispatched, and confirmed.

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the Effective Date.

Name: ________

Representative Name: ________

Representative Signature: ___________________________

Representative Title: ________

Date: ________

Name: ________

Representative Name: ________

Representative Signature: ___________________________

Representative Title: ________

Date: ________