A Joint Venture Agreement is a legal document by which two or more entities can combine to do business together or undertake an economic activity together. The parties agree to create a new entity by both contributing equity, and they then share in the revenues, expenses, and control of the enterprise in the proportion of their capital contribution. The venture can be for one specific project only, or a continuing business relationship.
JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT made the _____ day of _________ 20_____(“Commencement Date”) BY AND BETWEEN: _________________[the “First Party”], a company incorporated and existing under the laws of England and Wales with its principal office located at__________________________________ AND: ______________________[ the “Second Party”] a company incorporated and existing under the laws of England and Wales with its principal office located at__________________________________ (Who shall be also referred to as the “Parties” or “Joint Venturers” if collectively, or the “Party” or “Joint Venturer” if referred to singularly.) RECITALS: 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. FORMATION: 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 2.1 Name: 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 taxation purposes; 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: 4.1 Term: 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 4.2 Termination: 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 winding up. (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- b
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