JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT made the _____ day of _________
BY AND BETWEEN: _________________[the “First Party”], a company incorporated and
existing under the laws of England and Wales with its principal office located
AND: ______________________[ the “Second Party”] a company incorporated and existing
under the laws of England and Wales with its principal office located
(Who shall be also referred to as the “Parties” or “Joint Venturers” if collectively, or the “Party”
or “Joint Venturer” if referred to singularly.)
A.Whereas, First Party is engaged in the business of
_____________________________________________and the Second Party is engaged in the
business of _____________________________________.
B. The Joint Venturers desire to enter into a joint venture agreement in order to fix and define
between themselves their respective interests and liabilities in connection with the contemplated
Joint Venture for _____________________________________.
By this Agreement Parties associate themselves as business associates, and not as partners, in the
formation of a joint venture, for the purpose of engaging generally in the business provided for
by terms and provisions of this Agreement.
1.1 Joint Venturers hereby associate themselves to form a Joint Venture pursuant to the laws of
England and Wales upon the terms and conditions herein for the purpose of carrying out the
works in accordance with the contract.
1.2 The obligations of the Joint Venturers in relation to the works and under this Agreement shall
be several and not joint or joint and several.
2. NAME AND PRINCIPAL PLACE OF BUSINESS:
Joint Venture Agreement 1
The name and style under which the Joint Venture will be conducted is __________________.
2.2 Principal place of Business:
The Joint Venture shall be maintained its Principal place of business at [FULL ADDRESS]. The
Joint Venture may re-locate its office from tie to time or may have additional offices as the Joint
Venturers may determine.
3. PURPOSE OF THE JOINT VENTURE:
3.1 The purpose of the Joint Venture will be to __________________________;
3.2 Each Party recognises that the others are willing and able to contribute capital, labour, and
services for the operation of a successful joint venture business;
3.3 The Joint Venturers agree and declare that this association for the carrying on of a joint
venture business operation does not, and is not intended to create a partnership, for either legal or
3.4 The Joint Venturers recognise that all of Parties are and will continue to be engaged in the
conduct of their respective businesses for their own account.
4. TERM AND TERMINATION:
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
The Joint Venture shall be dissolved upon the happening of any of the following events
(a) If it becomes apparent that a Party to the Agreement has become insolvent or has had a
receiver appointed or has called a meeting of creditors or resolved to go into liquidation (except
for amalgamation or reconstruction while solvent) or has suffered a petition for compulsory
(b) The sale or other disposition, not including an exchange of all, or substantially all, of the
Joint Venture assets.
(c) Mutual and unanimous agreement of the Parties.
Joint Venture Agreement 2
(d) In the event that a Party commits a material breach of any of its obligations under this
Agreement, and such Party fails (i) to remedy that breach within ___days after receiving written
notice thereof from the other Party to such agreement or (ii) to commence dispute resolution
under such agreement, within __ days after receiving written notice of that breach from the non-