What is a Joint Venture Agreement?

A Joint Venture (JV) agreement is a contract between at least two parties that commited to complete a particular task or project using their resources. Unlike a partnership agreement , it doesn’t necessarily have a lasting obligation and its members don’t have to start running a mutual business. This document states the input and responsibilities of each signing party tailored to achieving a particular business goal.

What is included in a Joint Venture Agreement?

The basics of a joint venture agreement are pretty close to a standard contract format, including the details about its members, their contributions, profits, and particular management conditions. At the same time, such contracts usually make notes about the non-competing behavior of the engaged members, confidential agreements, and further actions after the contract validity term expires. Some of the crucial articles that should be unpacked in the agreement are: Objectives for a JV agreement A sufficient description of the agreed contributions by both parties, like cash, assets, and an assessed value of those contributions. Roles and liabilities of each party in the project. Definition of the processes that ensure updating of the parties on the project’s progress An effective date and duration of the partnership. Termination clauses and respective consequences. Assignment of a party or an individual responsible for day-to-day operations on the project. Profits distribution model: either by the parties’ contribution share or a specific calculation method. Any other specific terms, like non-disclosure or non-compete.

Does a joint venture require a written agreement?

There is no law that forbids two interested parties from committing resources and working together without signing a joint venture agreement. This actually depends on a project duration, complexity, resources required, and degree of trust between the partners. It can be presented in a format of a verbal agreement, however it is highly recommended to fix the understanding between parties on paper, as written contracts define each member’s obligations and duties exhaustively, eliminating ambiguity and misunderstanding. Although it doesn’t have to be on paper accompanied with wet signatures. It’s much easier and efficient to use a digital signature software to complete a joint venture agreement, like PandaDoc that provides a legal binding for the contract.

Is a joint venture agreement legally binding?

Yes, according to several jurisdictions, it is a legally binding form to lead business relationships between the engaged parties. Written contracts are powerful tools to solve any occurring conflicts and disputes, so all the details are better to recheck (and verify with a professional lawyer) before signing. For instance, it will come in handy as proof of someone breaking their contract responsibilities in court.

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Joint Venture Agreement Template

Created by:

[Sender.FirstName][Sender.LastName][Sender.Company]

Prepared for:

[Client.FirstName][Client.LastName][Client.Company]

THIS JOINT VENTURE AGREEMENT (the “Agreement” or this “Joint Venture Agreement”), is made and entered into as of [Document.CreatedDate], by and between [Sender.Company], a state corporation, with a registered office located at [Sender.StreetAddress][Sender.City][Sender.State][Sender.PostalCode], and [Client.Company] , a state corporation, with a registered office located at [Client.StreetAddress][Client.City][Client.State][Client.PostalCode] (hereinafter sometimes referred to together as the "Parties" and individually as a "Party").

WHEREAS, “[Sender.Company]” is in the business of (add a corresponding business description), and

WHEREAS, “[Client.Company]” is in the business of (add a corresponding business description), and

WHEREAS, the Parties desire to establish a joint venture between them in order to collaborate in (add a corresponding joint venture description),

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the parties hereto agree as follows:

1. Formation

The joint venture formed by this Agreement (the “Joint Venture”) will conduct its business under the name (add a corresponding joint venture name), and will have its registered address at (add a corresponding address). The Joint Venture shall be considered a joint venture between the Parties in all respects, and in no event shall this Agreement be construed to create a partnership or any other fiduciary relationship between the Parties.

2. Purpose

The Joint Venture shall be formed for the purpose of (provide a description of the products and/or services that the Joint Venture is concerned with, and the objective/purpose of the Joint Venture).

3. Contributions

The Parties hereto shall each make an initial contribution to the Joint Venture as follows:

1.[Sender.Company]’s Contribution:

(Add the initial contributions of your company, that may include financial, equipment, goods, resources, development and other valuable contributions. Also, specify when the Party needs to provide each of these contributions).

2.[Client.Company]’s Contribution:

(Add the initial contributions of the Party, that may include financial, equipment, goods, resources, development and other valuable contributions. Also, specify when the Party needs to provide each of these contributions).

A bank account at (add a corresponding bank name) shall be opened by [Sender.Company] on behalf of the Joint Venture, and the financial contributions of the Parties shall be deposited by the due date set forth above. Should the Joint Venture require additional funding, additional financial contributions shall be made equally by the Parties.

4. Distribution of profits

Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

5. Management

The following individuals in the following positions will comprise the Joint Venture’s management (the “Management Team”). The Management Team will be structured such that (add a corresponding description of management structure).

Management Team:

Hannah Bonder

CEO at [Sender.Company]

Jacob Clark

CEO at [Client.Company]

Timothy Darke

COO at [Sender.Company]

6. Responsibilities of the parties

The Parties will each have the following responsibilities under the Joint Venture:

[Sender.Company]’s Responsibilities: (add a corresponding set of responsibilities)

[Client.Company]’s Responsibilities: (add a corresponding set of responsibilities)

7. Non-exclusivity

No 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.

8. Term

This Agreement shall commence on the date first written above and remain in full force and effect for an initial period of (add a corresponding number) years (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew in one year increments (each, a “Renewal Term”), unless and until this Agreement is terminated in accordance with Section 9 hereinafter.

9. 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 with written notice of termination at least thirty (30) days prior to the end of such Initial Term or Renewal Term. Neither Party shall have the right to terminate this Agreement at any other time, unless such termination is mutually agreed to by the Parties hereto. The Joint Venture shall terminate upon termination of this Agreement.

10. Confidential information

The Non-Disclosure Agreement entered into by the Parties as of (add a corresponding date) (the “NDA”) is applicable to the Joint Venture and shall apply in full force and effect to any and all Confidential Information (as defined in the NDA) exchanged or otherwise accessed by a Party under this Agreement.

11. Further actions

The Parties shall execute any documents and take all appropriate actions as may be necessary to give effect to the Joint Venture.

12. Assignment

Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.

13. Governing law

This Agreement shall be governed by and construed in accordance with the laws of (add a corresponding country), without regard to conflicts of law principles.

14. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.

15. Severability

The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law.

To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

16. Notices

All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above.

17. Headings

Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

18. Entire agreement

This Agreement contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof. This Agreement may not be modified in any manner except by written amendment executed by each Party hereto.

In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed and delivered as of the date first written above.

Signature

MM / DD / YYYY

Signature

MM / DD / YYYY

[Sender.FirstName][Sender.LastName]

[Sender.Title][Sender.Company]

[Client.FirstName][Client.LastName]

[Client.Title][Client.Company]

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Joint Venture Agreement FAQ

A Joint Venture (JV) agreement is a contract between at least two parties that commited to complete a particular task or project using their resources. Unlike a partnership agreement, it doesn’t necessarily have a lasting obligation and its members don’t have to start running a mutual business. This document states the input and responsibilities of each signing party tailored to achieving a particular business goal.

The basics of a joint venture agreement are pretty close to a standard contract format, including the details about its members, their contributions, profits, and particular management conditions. At the same time, such contracts usually make notes about the non-competing behavior of the engaged members, confidential agreements, and further actions after the contract validity term expires. Some of the crucial articles that should be unpacked in the agreement are:
Objectives for a JV agreement
A sufficient description of the agreed contributions by both parties, like cash, assets, and an assessed value of those contributions.
Roles and liabilities of each party in the project.
Definition of the processes that ensure updating of the parties on the project’s progress
An effective date and duration of the partnership.
Termination clauses and respective consequences.
Assignment of a party or an individual responsible for day-to-day operations on the project.
Profits distribution model: either by the parties’ contribution share or a specific calculation method.
Any other specific terms, like non-disclosure or non-compete.

There is no law that forbids two interested parties from committing resources and working together without signing a joint venture agreement. This actually depends on a project duration, complexity, resources required, and degree of trust between the partners. It can be presented in a format of a verbal agreement, however it is highly recommended to fix the understanding between parties on paper, as written contracts define each member’s obligations and duties exhaustively, eliminating ambiguity and misunderstanding. Although it doesn’t have to be on paper accompanied with wet signatures. It’s much easier and efficient to use a digital signature software to complete a joint venture agreement, like PandaDoc that provides a legal binding for the contract.

Yes, according to several jurisdictions, it is a legally binding form to lead business relationships between the engaged parties. Written contracts are powerful tools to solve any occurring conflicts and disputes, so all the details are better to recheck (and verify with a professional lawyer) before signing. For instance, it will come in handy as proof of someone breaking their contract responsibilities in court.

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