Oklahoma Joint Venture Agreement

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Oklahoma Joint Venture Agreement Powered By Docstoc
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                             This Joint Venture Agreement is used when two or more individuals or business entities
                             combine or collaborate on a particular project or undertaking. It specifies each party's
                             percentage of ownership and the joint venturers' rights and duties. Details relating to
                             indemnification, dissolution and an arbitration clause are also specified in the agreement.
                             This document in its draft form contains many of the standard provisions commonly found
                             in a joint venture agreement and may be customized to fit the needs of the contracting
                             parties. This agreement should be used when individuals or companies located in
                             Oklahoma collaborate to form a joint venture.
             ®




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                               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 an address of
________________________ [Instruction: Insert the address of first company/corporation]
(hereinafter “First Joint Venturer”) and ________________________ [Instruction: Insert the
name of second company/corporation], having an address of ________________________
[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 the “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 Oklahoma 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.

   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


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       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:


                           Name of Joint Venturer                         Proportion


                                                                            ___%


                                                                            ___%


                                                                            ___%




5. RIGHTS AND DUTIES OF THE JOINT VENTURERS

   a. Business of the Joint Venture




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       ________________________            [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.

   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.




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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.

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 Oklahoma. 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
   Oklahoma 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 Oklahoma 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.

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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Description: This Joint Venture Agreement is used when two or more individuals or business entities combine or collaborate on a particular project or undertaking. It specifies each party's percentage of ownership and the joint venturers' rights and duties. Details relating to indemnification, dissolution and an arbitration clause are also specified in the agreement. This document in its draft form contains many of the standard provisions commonly found in a joint venture agreement and may be customized to fit the needs of the contracting parties. This agreement should be used when individuals or companies located in Oklahoma collaborate to form a joint venture.
This document is also part of a package Essential Oklahoma Legal Documents 144 Documents Included