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Joint Venture Agreement

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Prepared for:
[First Company Name]

Prepared by:
[Second Company Name]

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Joint Venture Agreement - Standard

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

by and between

[First Company] a [insert State of incorporation] corporation with its principal place of business at [Address] (hereinafter referred to as "Party A") and;

[Second Company] a [insert State of incorporation] corporation with its principal place of business at [Address] (hereinafter referred to as "Party B").

Party A and Party B are collectively referred to as the "Parties" and "Party" individually.

WHEREAS Party A is engaged in [Business Description], 

AND WHEREAS Party B is engaged in [Business Description],

AND WHEREAS, the Parties are interested in working together to carry on the following business: [Joint Venture Description] (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:

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Terms and Conditions

1. Formation

Upon signing this Agreement, the Parties enter into a joint venture in accordance with the laws of the [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 [Address].

2. Purpose

The Joint Venture between both the parties shall be formed for the purpose of [Specify the objective/purpose of Joint Venture].

3. Term

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

4. Ownership

The Joint Venture shall be owned by the Parties in the following percentage:
Party A: [percentage ownership]%
Party B: [percentage ownership]%

5. Capital Contribution

According to this Joint Venture Agreement, both the parties will make the following contribution to the Joint Venture:

Party A’s Contribution to the Joint Venture:  $[Amount Invested By Party A]

Parrty B’s Contribution to the Joint Venture:  $[Amount invested by Party B]

The operating account (hereinafter referred to as the "Operating Account”) for this Joint Venture shall be opened at [Name Of Bank] by [Party A] on behalf of the joint venture, and the financial contributions of the parties shall be deposited by the [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, additional capital shall be contributed by the Parties 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:
Party A shall receive [0.00]% of the Profit.
Party B shall receive [0.00]% of the Profit.
No other remuneration shall be received by the parties from the joint venture. The net profits will be calculated by first deducting all operating expenses from the gross income of the joint venture.

The parties shall bear any net loss sustained by the venture in any fiscal year as follows: 
Party A shall bear [0.00]% of the Loss
Party B shall bear [0.00]% of the Loss

7. Responsibilities Of Each Party 

Responsibilities of Party A 
[Mention All The Responsibilities]

Responsibilities of Party B
[Mention All The Responsibilities]

Both the Parties agree to take up the aforementioned responsibilities in a diligent manner.

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 such that [Describe the Formation of the Management].        

Member Name	Position	Responsibilities Description
[Name]	[Position]	[Description]
[Name]	[Position]	[Description]

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 and this Agreement constitutes its legal and binding obligation enforceable in accordance with 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 the parties would require to sign The Non-Disclosure Agreement, hereinafter referred to as "NDA", entered into by the parties as on [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) [Mention the number] days after the request is processed in the mail, certified or registered, return receipt requested or (iii) Dispatch by a nationally recognized overnight 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 [Number of Days] days 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 the 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] which shall be appointed by [Party(s) name]. The place of Arbitration shall be [Place of Arbitration] and the seat shall be [Name of State]. The arbitrators’ decision shall be final and will be binding upon both the 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, cost, loss, 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 assets only.

16. Miscellaneous

Governing Law: This Joint Venture Agreement shall be governed by and construed in accordance with the laws of the [State]. If the disputes under this Agreement are not resolved by Arbitration, the disputes shall be resolved by litigation in the courts of the [State/Court/Region] 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.
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.
Counterparts: This Agreement may be executed in any desired number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts when taken together, shall constitute one agreement.
Entirety: The parties acknowledge and agree that this agreement represents the entire agreement between the parties. 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.

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Acceptance and Signature

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

[First Company Name]

[Second Company Name]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

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