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Joint Venture Agreement between two companies to develop restaurants. Includes put rights.
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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