VIEWS: 64 PAGES: 7 CATEGORY: Forming a Joint Venture POSTED ON: 11/24/2011
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 Tennessee collaborate to form a joint venture.
Docstoc Legal Agreements 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 Tennessee collaborate to form a joint venture. ® DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your attorney to meet your specific needs and the laws of your state. 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All Rights Reserved 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 Tennessee 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: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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: Name of Joint Venturer Proportion ___% ___% ___% 5. RIGHTS AND DUTIES OF THE JOINT VENTURERS a. Business of the Joint Venture © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 ________________________ [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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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 Tennessee. 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 Tennessee 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 Tennessee 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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] © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6
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