Joint venture contract template (US)

Joint Venture Agreement

This Joint Venture Agreement ("Agreement") is made on Effective Date between First Party Name, a First Party Entity Type and State, at First Party Address, and Second Party Name, a Second Party Entity Type and State, at Second Party Address (each a "Venturer").

1. Purpose and Scope

The Venturers will work together on the following project only: Project Description (the "Venture"), under the name Venture Name. Each Venturer remains free to run its other business, apart from Section 9. The Venture starts on Start Date and ends on End Date or Completion Event.

2. Legal Form

This Agreement does not create a separate company. A joint venture of this kind may be treated as a partnership under state law, which can make each Venturer liable to outsiders for the Venture's debts, and as a partnership for federal income tax, with a partnership return (Form 1065). The Venturers have considered forming an LLC or corporation instead, and will take advice before doing so.

3. Contributions

| Venturer | Cash | Other Contributions and Agreed Value |

| --- | --- | --- |

| First Party Name | $First Party Cash | First Party Other Contributions |

| Second Party Name | $Second Party Cash | Second Party Other Contributions |

Further contributions require both Venturers' written consent. Property contributed remains its owner's, unless it says otherwise here: Ownership of Contributed Property.

4. Profits and Losses

Net profits and losses are shared First Party Share% to First Party Name and Second Party Share% to Second Party Name, after repaying approved expenses. Distributions are made Distribution Timing, after a reasonable reserve.

5. Management

A committee of Committee Representatives per Venturer representatives from each Venturer directs the Venture. Day-to-day work is led by Project Lead. Both Venturers' written approval is needed to borrow, spend more than $Spending Limit, sign a contract outside the budget, admit a new party, sue or settle, or change the budget. If the committee is deadlocked, senior officers will meet within Deadlock Days days, and then try mediation.

6. Authority

No Venturer may bind the other, except as the committee approves in writing. A Venturer that acts outside its authority will cover the resulting loss.

7. Accounts and Reports

The Venture will have its own bank account, requiring Bank Signature Rule, and its own books. Bookkeeping Venturer will give financial reports each Report Frequency, and either Venturer may inspect the records on reasonable notice.

8. Intellectual Property and Confidentiality

Each Venturer keeps what it owned before the Venture and licenses it to the Venture only for its purpose. What the Venture creates is owned Ownership of New IP. Each Venturer will keep the other's non-public information confidential during this Agreement and for Confidentiality Years years afterward.

9. Fair Dealing

Each Venturer will act in good faith, and will disclose any conflict of interest. During the Venture, neither will compete with the project within Restricted Field and Area, to the extent the law allows. The Venturers will not agree on prices or divide markets outside the Venture in violation of antitrust law.

10. Transfer and Exit

A Venturer may not transfer its interest without the other's written consent. Either may withdraw only on Withdrawal Notice Days days' notice and after meeting its commitments to that date, unless the other materially breaches and does not cure within Cure Days days after written notice.

11. Winding Up

When the Venture ends, the Venturers will finish or transfer the work, pay its debts and taxes, return each one's contributions as agreed, and divide the balance in the shares set out in Section 4.

12. Liability

Each Venturer will indemnify the other for loss caused by its own negligence, breach or unauthorized act. Insurance for the Venture will be: Venture Insurance.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| First Party | Second Party |

| --- | --- |

| Signature: First Party Signature | Signature: Second Party Signature |

| Name: First Party Printed Name | Name: Second Party Printed Name |

| Date: First Party Signing Date | Date: Second Party Signing Date |