Joint Venture Agreement

 PREPARED FOR
[Second Company Name] 

 
 PREPARED BY
[First Company Name] 

Joint Venture Agreement

This Joint Venture Agreement (hereinafter referred to as the "Agreement") is made on [Agreement Effective Date] (hereinafter referred to as the "Effective Date"),

By and Between

[First Company Name], a [First Company State of Incorporation] corporation with its principal place of business at [First Company Address] (hereinafter referred to as the "Party A") and;
 
[Second Company Name], a [Second Company State of Incorporation] corporation with its principal place of business at [Second Company Address] (hereinafter referred to as the "Party B").
 
Party A and Party B are collectively referred to as the "Parties" and the "Party" individually.
 
WHEREAS Party A is engaged in the business of [Overview of the First Company's Business] 
 
AND WHEREAS Party B is engaged in the business of [Overview of the Second Company's Business];
 
AND WHEREAS, the Parties are interested in working together to carry on the business of [Joint Venture Overview] (hereinafter referred to as "Joint Venture").
 
NOW, THEREFORE, in consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Party A and Party B hereby agree as follows:

TERMS AND CONDITIONS.

1. FORMATION.

Upon signing this Agreement, the Parties enter into a Joint Venture in accordance with the laws of the [Joint Venture regulating law State]. The Joint Venture shall be conducted under the name of [Joint Venture Name] (hereinafter referred to as the "Company") from a place of business at [Joint Venture Address]. 

2. PURPOSE.

The Joint Venture between both Parties shall be formed for the purpose of [Purpose of Joint Venture].

3. TERM.

This Joint Venture Agreement shall commence on the date of [Commencement Date] (hereinafter referred to as the "Commencement Date") and shall remain in full force and effect for an effective period of [Agreement Term] month(s) unless terminated early or extended by mutual written consent between the Parties or by the provisions of this Agreement.

4. OWNERSHIP.

The Parties shall own the Joint Venture in the following percentages:
 
Party A: [First Company Ownership Percentage] 
Party B: [Second Company Ownership Percentage] 

5. CAPITAL CONTRIBUTION.

According to this Joint Venture Agreement, both Parties will make the following contributions to the Joint Venture:
 
(a) Party A’s Contribution to the Joint Venture: [Amount Contributed by First Company]  
 
(b) Party B’s Contribution to the Joint Venture: [Amount Contributed by Second Company]  
 
The operating account (hereinafter referred to as the "Operating Account”) for this Joint Venture shall be opened at [Joint Venture Bank Account Name] by [Person Responsible for opening Joint Venture] on behalf of the Joint Venture, and the financial contributions of the parties shall be deposited by [Financial Contribution Due Date]. Failure of either Party to complete the contribution on a timely basis shall result in the termination of this Agreement.
 
Should the Joint Venture require additional funding, the Parties shall contribute additional capital in proportion to their ownership in the Joint Venture.

6. PROFIT AND LOSS DISTRIBUTION.

The net profits earned by the Joint Venture, calculated at the end of each fiscal year, shall be divided among the Parties as follows:
 
(a) Party A shall receive [First Company Profit Percentage] of the Profit.
(b) Party B shall receive [Second Company Profit Percentage] of the Profit.
 
The Parties shall not receive any other Remuneration from the Joint Venture. The net profits will be calculated by first deducting all operating expenses from the joint venture's gross income.
 
The Parties shall bear any net loss sustained by the venture in any fiscal year as follows:
 
(a) Party A shall bear [First Company Loss Share] of the Loss.
(b) Party B shall bear [Second Company Loss Share] of the Loss.

7. RESPONSIBILITIES OF EACH PARTY.

Responsibilities of Party A
[Key Responsibilities of the First Company] 

Responsibilities of Party B
[Key Responsibilities of the Second Company] 

Both Parties agree to take up the aforementioned responsibilities diligently.

8. MANAGEMENT.

The individuals in the following positions will comprise the Joint Venture's Management (hereinafter referred to as the “Management Team”). The Management Team will be structured as follows:

Member Name	Position	Responsibilities
[Member 1 Name]	[Member 1 Position]	[Member 1 Responsibilities]
[Member 2 Name]	[Member 2 Position]	[Member 2 Responsibilities]

9. REPRESENTATION AND WARRANTIES.

Each party represents and warrants that it has the required power and authority to enter into this Agreement. Each party further warrants that it has duly executed this Agreement, which constitutes its legal and binding obligation, enforceable by the terms and conditions contained herein.

10. CONFIDENTIALITY.

Both Parties acknowledge that the information shared with them is confidential and proprietary in nature and shall not be disclosed during the duration or after the effective term of this Agreement.

Both parties are required to sign the Non-Disclosure Agreement, hereinafter referred to as the "NDA," entered into by the parties as of [NDA Effective Date]. The NDA is applicable to this Joint Venture and shall apply with immediate effect to any and all Confidential Information exchanged or otherwise accessed by a Party under this Agreement.

11. COMMUNICATION.

All forms of communication in the form of notice, solicitation, demands, and other notable forms of communication under this Agreement must be in writing and will be acknowledged when duly given unless indicated otherwise to the contrary in this Agreement: 
 
(i) When individually delivered 
(ii) [Mailed Notice Processing Days] day(s) after the request is processed in the mail, certified or registered, return receipt requested, or 
(iii) Dispatch by a recognized courier service, addressed to one of the Parties or their permitted signatory at the address for the concerned Party as mentioned in this Agreement.

12. TERMINATION.

Either Party shall have the right to terminate this Agreement, effective as of the end of the initial term or any renewal term, by providing the other Party with written notice of termination at least [Termination Notice Period] day(s) prior to the end of such initial term or renewal term. Neither of the Parties shall have any right to terminate this Agreement at any other time unless such termination is mutually agreed upon by both Parties mentioned above. The Joint Venture shall terminate upon termination of this Agreement.

13. ARBITRATION.

In the event of any dispute arising in and out of this contract between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s) appointed by [Arbitration Appointing Party Name]. The place of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)’ decision shall be final and binding upon both Parties.

14. INDEMNIFICATION.

If at any time either of the Parties is required to pay or become liable for more than its proportion of the Joint Venture debts as provided for in this Agreement, that Party shall have, as against the other Party and the Company, a right of recovery or indemnification of the appropriate proportion of the payment against such liability.

15. LIMITATION OF LIABILITY.

The liability of the Parties under all the circumstances shall be according to and limited to the pre-determined proportion as agreed by the Parties and reflected in the Operating Account through their contributions. The Parties cannot be held personally liable for any claim, damages, costs, losses, or any kind of liability arising in and out of this Agreement, exceeding their contributions, assets, and holdings in this Company. Any such further liability shall be recovered from the Company's assets only.

16. GOVERNING LAW.

This Joint Venture Agreement shall be governed by and construed in accordance with the laws of the [Governing Law]. If the disputes under this Agreement are not resolved by Arbitration, the disputes shall be resolved by litigation in the courts of the [Jurisdiction], including the federal courts therein, and all the Parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

17. NON-EXCLUSIVITY. 

Non-exclusivity is formed by virtue of this Joint Venture Agreement, and neither Party shall be obligated to make offers to the other related to any business.

18. COUNTERPARTS. 

This Agreement may be executed in any desired number of separate counterparts, each of which shall be original when signed and dated, and such counterparts, when taken together, shall constitute one agreement.

19. ENTIRE AGREEMENT.

The Parties acknowledge and agree that this Agreement represents the entire agreement between them. In the event that the Parties so desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.

ACCEPTANCE AND SIGNATURE.

By signing this document, both Parties hereby agree and accept all the terms and conditions mentioned in this Joint Venture Agreement.

[Second Company Name] 

[First Company Name] 

Name:

Name:

Signature:

Signature:

Date:

Date:

Joint Venture Agreement Template

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