JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the "Agreement") is made on [date] between [Party A name], a [state] [entity type] ("Party A"), and [Party B name], a [state] [entity type] ("Party B") (each a "Venturer").
1. Purpose
The Venturers form a joint venture to [describe the specific project] (the "Project"). The joint venture will operate under the name [venture name] (the "Venture").
2. Contributions
Party A will contribute [cash, assets, services or IP and their agreed value]. Party B will contribute [cash, assets, services or IP and their agreed value]. Additional contributions require the written consent of both Venturers.
3. Profits and Losses
Net profits and losses of the Venture are shared [percentage]% to Party A and [percentage]% to Party B. Distributions are made [quarterly / at the end of the Project] after paying Venture expenses.
4. Management
The Venture is managed by a committee of [number] members, [number] named by each Venturer. Decisions require [majority / unanimous] approval. These decisions always require unanimous approval: [list, for example budgets over USD [amount], new partners, borrowing].
5. Accounting
The Venture will keep separate books and a separate bank account. Each Venturer may inspect the books on reasonable notice. [Party A / Party B] will prepare monthly reports.
6. Intellectual Property
Each Venturer keeps ownership of what it brings to the Venture. IP created by the Venture belongs to [both Venturers jointly / Party A / Party B], and each Venturer receives a license to use it as follows: [terms].
7. Exclusivity and Non-Solicitation
During the Venture, neither Venturer will pursue the Project with a third party, and neither will hire the other's employees working on the Project.
8. Confidentiality
Each Venturer will keep the other's confidential information secret and use it only for the Project.
9. Term and Termination
The Venture starts on the date above and ends when the Project is completed, on [end date], or earlier by written agreement or for a material breach not cured within 30 days of notice. On termination, assets are sold or divided and the proceeds distributed per clause 3 after paying debts.
10. Relationship
The Venturers are independent. Neither may bind the other outside the scope approved under clause 4.
11. Disputes, Governing Law and Signatures
The Venturers will try to settle disputes by negotiation for 30 days, then by [mediation / arbitration / the courts of [state]]. This Agreement is governed by the laws of the State of [state] and may be signed electronically.
Party a Name: [name] By: [name, title] Signature: ______________ Date: [date] | Party b Name: [name] By: [name, title] Signature: ______________ Date: [date] |
