Joint Venture Agreement
ocstoc Legal Agreements
This Joint Venture Agreement is used when two or more Parties join forces
to create a joint company or to collaborate on a joint project. This contract
specifies each party’s percentage of ownership and the financial contribution
demanded from each. The Parties’ roles, responsibilities, and relationship to
the newly formed venture are also clearly established in this contract. In
general, all Parties agree to equally share profit, loss, and control. Financial
details relating to company bank accounts and accounting methods are also
specified in a Joint Venture Agreement.
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Attorney Drafted
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (hereinafter "Agreement") is made on _____ [Month]
_____ [Date], 20_____ [Year] by and between ________________________ [Instruction:
Insert the name of first company/corporation], having address at
________________________ [Instruction: Insert the address of first company/corporation]
(hereinafter “First Joint Venturer”) and ________________________ [Instruction: Insert the
name of second company/corporation], having address at ________________________
[Instruction: Insert the address of second company/corporation] (hereinafter “Second Joint
Venturer”). First Joint Venturer and Second Joint Venturer may individually be referred to as
“Party”, or collectively as “Parties”.
WHEREAS, The Parties wish to make contributions to a common fund for the purpose of
acquiring and holding:
______________________________________________________________________________
______________________________________________________________________________
_____________________________________________________________________________
[Instruction: Insert the type of business interest] called the “Business Interest”; and
WHEREAS, the Parties wish to form a joint venture (hereinafter “Joint Venture”) under the
laws of North Dakota by execution of this Agreement for the purpose set forth herein, and wish
to fix and define between themselves their respective responsibilities, interests, and liabilities.
NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, the Parties agree to constitute themselves for the purposes before mentioned and
intending to be legally bound hereby, agree as follows:
1. GENERAL PROVISIONS
a. Purpose
The Parties form this Joint Venture to acquire and hold the Business Interest in common
and to provide the finances required for its acquisition. Each Party shall own an
undivided fractional interest in the business.
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b. Term of the Agreement
This Joint Venture shall commence on the date first above written and shall continue in
existence until terminated, liquidated, or dissolved by law or as hereinafter provided.
2. GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this Agreement:
a. Affiliate
An Affiliate of an entity is a person that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control of such entity.
b. Capital Contribution(s)
The capital contribution(s) to the Joint Venture actually made by the Parties, including
property, cash, and any additional capital contributions made.
c. Profits and Losses
Any income or loss of the partnership for federal income tax purposes determined by the
partnership's fiscal year, including, without limitation, each item of partnership income,
gain, loss, or deduction.
3. OBLIGATIONS OF THE JOINT VENTURERS
________________________ [Instruction: Insert the name of party/
company/corporation which is responsible for all operations and decisions of the Joint
Venture] is responsible for all operations and decisions of the Joint Venture and will be
compensated for providing various services.
4. ALLOCATIONS
Profits and Losses
Commencing on the date hereof and ending on the termination of the business of the Joint
Venture, all profits, losses, and other allocations to the Joint Venture shall be allocated as
follows at the conclusion of each fiscal year:
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Name of Joint Venturer Proportion
___%
___%
___%
5. RIGHTS AND DUTIES OF THE JOINT VENTURERS
a. Business of the Joint Venture
________________________ [Instruction: Insert the name of party/
company/corporation having complete authority and discretion in the management
and control of the joint venture] shall have full, exclusive, and complete authority and
discretion in the management and control of the business of the Joint Venture for the
purposes herein stated and shall make all decisions affecting the business of the Joint
Venture. As such, any action taken shall constitute the act of, and serve to bind, the Joint
Venture. ________________________ [Instruction: Insert the name of party/
company/corporation having complete authority and discretion in the management
and control of the joint venture] shall manage and control the affairs of the Joint
Venture to the best of its ability and shall use its best efforts to carry out the business of
the Joint Venture.
6. AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT
VENTURERS
a. Validity of Transactions
Affiliates of the Parties to this Agreement may be engaged to perform services for the
Joint Venture. The validity of any transaction, agreement, or payment involving the Joint
Venture and any Affiliates of the Parties to this Agreement otherwise permitted by the
terms of this Agreement shall not be affected by reason of the relationship between them
and such Affiliates or the approval of said transactions, agreement, or payment.
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b. Other Business of the Parties to this Agreement
The Parties to this Agreement and their respective Affiliates may have interests in
businesses other than the Joint Venture business. The Joint Venture shall not have the
right to the income or proceeds derived from such other business interests and, even if
they are competitive with the partnership business, such business interests shall not be
deemed wrongful or improper.
7. PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by ________________________
[Instruction: Insert the name of the Joint Venturer/party/company/corporation paying
the expenses of the joint venture] and shall be reimbursed by the Joint Venture.
8. INDEMNIFICATION OF THE JOINT VENTURERS
The Parties to this Agreement shall have no liability to the other for any loss suffered which
arises out of any action or inaction if, in good faith, it is determined that such course of
conduct was in the best interests of the Joint Venture and such course of conduct did not
constitute negligence or misconduct. The Parties to this Agreement shall each be indemnified
by the other against losses, judgments, liabilities, expenses, and amounts paid in settlement
of any claims sustained by it in connection with the Joint Venture.
9. DISSOLUTION
Events of the Joint Venturers
The Joint Venture shall be dissolved upon the happening of any of the following events:
a. The adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal
Bankruptcy Act, withdrawal, removal, or insolvency of either of the Parties.
b. The sale or other disposition, not including an exchange of all, or substantially all, of the
Joint Venture assets.
c. Mutual agreement of the Parties.
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10. ARBITRATION AND ATTORNEY’S FEES
The Parties agree that any dispute, claim, or controversy concerning this Agreement or the
termination of this Agreement, or any dispute, claim, or controversy arising out of or relating
to any interpretation, construction, performance, or breach of this Agreement, shall be settled
by arbitration to be held in North Dakota. The arbitrator may grant injunctions or other relief
in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and
binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision
in any court having jurisdiction. The Parties will pay the costs and expenses of such
arbitration in such proportions as the arbitrator shall decide, and the arbitration shall be
governed by the rules and regulations of the American Arbitration Association. [Comment:
You may choose whichever arbitral institution you would like as the governing body,
this is a suggestion as the most widely recognized arbitration institution]
11. GOVERNING LAW; CONSENT TO PERSONAL JURISDICTION
THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF
NORTH DAKOTA WITHOUT REGARD FOR CONFLICT OF LAW PRINCIPLES.
EACH PARTY HEREBY EXPRESSLY CONSENTS TO THE PERSONAL
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE
OF NORTH DAKOTA FOR ANY LAWSUIT FILED THERE AGAINST ANY PARTY
TO THIS AGREEMENT BY ANY OTHER PARTY TO THIS AGREEMENT
CONCERNING THE JOINT VENTURE OR ANY MATTER ARISING FROM OR
RELATING TO THIS AGREEMENT.
12. MISCELLANEOUS PROVISIONS
a. Books and Records
The Joint Venture shall keep adequate books and records at its place of business, setting
forth a true and accurate account of all business transactions arising out of and in
connection with the conduct of the Joint Venture.
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b. Validity
In the event that any provision of this Agreement shall be held to be invalid, the same
shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
c. Entire Agreement
This Agreement constitutes the entire understanding and agreement among the Parties
hereto with respect to the subject matter hereof, and there are no agreements,
understandings, restrictions, or warranties among the Parties other than those set forth
herein provided for.
d. Headings
The headings, titles, and subtitles used in this Agreement are for ease of reference only
and shall not control or affect the meaning or construction of any provision hereof.
e. Notices
Except as may be otherwise specifically provided in this Agreement, all notices required
or permitted hereunder shall be in writing and shall be deemed to be delivered three (3)
days after being deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, addressed to the Parties at their respective
addresses set forth in this Agreement or at such other addresses as may be subsequently
specified by written notice.
13. OTHER INSTRUMENTS
The Parties hereto covenant and agree that they will execute each such other and further
instruments and documents as are or may become reasonably necessary or convenient to
effectuate and carry out the purposes of this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and
year first above written.
First Joint Venturer Second Joint Venturer
___________________________________ ___________________________________
[Instruction: Insert authorized signature] [Instruction: Insert authorized signature]
___________________________________ ___________________________________
[Instruction: Insert printed name and title] [Instruction: Insert printed name and title]
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