Restaurant Joint Venture Agreement

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					                                       RESTAURANT
                           JOINT VENTURE AGREEMENT
                                       Article I. Introduction
      This Agreement is entered into as of the ___ day of ____, 20__, among
                                          (“Party A” and
                        (“Party B”) for the purpose of carrying on a joint venture. The name of the
joint venture shall be “______________________________Joint Venture.”
                                 Article II. Purpose of Joint Venture
     The purpose of the joint venture shall be to develop, own and operate throughout the world
a chain of casual, fine dining restaurants featuring ___________________cuisine (the
“Restaurants” or “Restaurant”).
                                   Article III. Duties of Parties
3.1. General Duties
      Each Joint Venturer will devote such time and efforts as may be reasonably necessary to
develop, own and operate as many Restaurants as are viable and feasible in the shortest period of
time, provided, however, that (i) the quality of each new Restaurant and all existing Restaurants
shall not be impaired, and (ii) mutually agreed upon rates of return are achieved.
3.2. Exclusive and Primary Obligations
3.2.1 Exclusive Obligations
      Each Joint Venturer agrees that neither one shall engage in any activities that would conflict
with the operations and business purpose of the Joint Venture. Notwithstanding the foregoing,
the preceding sentence shall not be construed in any way to limit Party B’s ability to expand its
existing chain of Party B Steakhouse restaurants, nor to limit Party B’s ability to acquire, invest
in or otherwise be involved with other casual, fine dining concepts (or any other restaurant
concepts) as long as such concepts are not considered to feature ______________cuisine and
Party B’s involvement with such other concepts does not materially impair the growth and
viability of the Joint Venture. Similarly, said first sentence shall not be construed in any way to
limit Party A ability to own and operate its existing Party A restaurants (including reopening any
existing restaurant that should close), nor to limit its activities as franchisor in relation to the
existing Party A franchises as of the date hereof and any renewals and extensions thereof. As to
any new franchisees and locations worldwide (except as aforesaid), only the Joint Venture may
grant the same. The rights and obligations of the Joint Venturers under this Section 3.2.1 shall
extend to their affiliated companies (“Affiliates”). “Affiliates” mean a parent company, brother-
sister company, subsidiary or other company in which the Joint Venturer’s parent company or
the Joint Venturer owns or controls over 50% of the voting interests of said company.
     The parties acknowledge and agree that _________________(“Chef”), in his individual
capacity, is free to pursue other business opportunities other than restaurant concepts, such as
writing books, personal appearances (TV and other media) and any product endorsements which
do not impair the image of the Restaurants. Any restaurant concept that Chef wishes to be
involved with must first be presented to the Joint Venture and only if the Joint Venture declines
to become involved, then Chef may pursue such opportunity, provided his involvement does not
materially impair the growth and viability of the Joint Venture, as determined by the Joint
Venture in its reasonable discretion. Notwithstanding the foregoing, Chef agrees to exert his
time, efforts and skill in such reasonable amounts as may be necessary to maximize the success
and growth of the Joint Venture and the Restaurants.
3.2.2 Party A Primary Duties and Obligations
       Party A shall be primarily responsible for consulting with the President regarding the
training, development and supervision of all Joint Venture executive level and Restaurant
managerial level employees relating to the quality and integrity of the Party A concept to be sure
it is being properly executed, maintained and enhanced, including but not limited to, developing
the schematic and conceptual drawings for each Restaurant for approval by the Joint Venture,
recommending to the Joint Venture for approval the appropriate “corporate” operations
executives who will possess the necessary knowledge and skill to train the Restaurant managerial
employees concerning the proper execution of the Party A concept, hiring and firing of the
executive chef and pastry chef, training and supervision of said chefs, control over menu and
recipe development, control over kitchen design, control over wine lists and training and
supervision of the general manager and assistant managers. Notwithstanding the foregoing, the
parties acknowledge and agree that the day-to-day implementation of the foregoing duties and
obligations will be delegated to the President of the Joint Venture, as provided for in Section 8.1,
below, except that said President and the Joint Venturers will recognize and give due
consideration to the unique and specialized knowledge and skill of each Joint Venturer in its
respective area of primary duties and obligations.

3.2.3 Party B Primary Duties and Obligations
      Party B shall be primarily responsible for consulting with the President regarding the
training, development and supervision of all Joint Venture executive level and Restaurant
managerial employees relating to the administrative, financial and other aspects of the
Restaurants that do not materially impair the quality and integrity of the food and customer
service at the Restaurants or the Party A concept, including but not limited to, conducting
preliminary site selection and negotiations with landlords, preparing development and operating
budgets for approval by the Joint Venture, selection of and negotiations with the contractor(s) for
the construction of each Restaurant, hiring and firing of the bookkeeper for each Restaurant,
establishment of accounting and cash control policies and procedures, selection of and
negotiation with all liability, property, health and workers’ compensation insurers, preparation of
all operating and financial statements for each Restaurant and the Joint Venture, preliminary
selection of the general manager and assistant managers for each Restaurant for approval by the
Joint Venture, and recommending to the Joint Venture for approval the appropriate general and
administrative staff (executive, managerial and non-managerial) to support the Restaurants and
the Joint Venture. Notwithstanding the foregoing, the parties acknowledge and agree that the
day-to-day implementation of the foregoing duties and obligations will be delegated to the
President of the Joint Venture, as provided for in Section 8.1, below, except that said President
and the Joint Venturers will recognize and give due consideration to the unique and specialized
knowledge and skill of each Joint Venturer in its respective area of primary duties and
obligations.
                               Article IV. Contributions/Liabilities
4.1. Nature and Amount of Contributions
     The amount and nature of the contributions of each Joint Venturer are as follows:

                Party B                                                    $
                                                                           cash
                Party A                                                    $   cash
       In addition to the foregoing, Party A shall grant or cause to be granted to the Joint Venture a
royalty-free master license for the exclusive use in the world of the service mark “_______” and
the Party A system and shall contribute the services specified in Article III, above. Such license,
however, shall expressly reserve unto Party A the right to continue use and licensing of the
service mark in connection with its existing franchise operations. Attached hereto as Exhibit “A”
is a list of said existing franchise operations.
4.2. Time for Making Contributions
     (a) The contributions of money by each party must be made on or before__________.
     (b) The contributions of services and skill must be made commencing immediately
following the full execution of this Agreement.
4.3. Effect of Failure 
				
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Description: Joint Venture Agreement between two companies to develop restaurants. Includes put rights.
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