🤝 Joint Venture Agreement Template

PARTIES TO THE AGREEMENT

Party 1:	[Company Name 1], a [State/Country] [Entity Type]
Address:	[Complete Address of Party 1]
Party 2:	[Company Name 2], a [State/Country] [Entity Type]
Address:	[Complete Address of Party 2]

VENTURE OVERVIEW

Joint Venture Name:	[Joint Venture Name]
Purpose:	[Description of the joint venture purpose and objectives]
Business Scope:	[Detailed description of business activities and scope]
Term Duration:	[Duration of the joint venture - e.g., 5 years]
Effective Date:	[Start date of the joint venture]

CONTRIBUTIONS AND RESOURCES

Party 1 Contributions:

Capital Contribution:	$[Amount]
Assets/Resources:	[Equipment, facilities, intellectual property, etc.]
Expertise/Services:	[Technical expertise, management services, etc.]
Personnel:	[Number and type of staff assigned]

Party 2 Contributions:

Capital Contribution:	$[Amount]
Assets/Resources:	[Equipment, facilities, intellectual property, etc.]
Expertise/Services:	[Technical expertise, management services, etc.]
Personnel:	[Number and type of staff assigned]

OWNERSHIP AND PROFIT SHARING

Party 1 Ownership:	[Percentage]%
Party 2 Ownership:	[Percentage]%
Profit Distribution:	Profits shall be distributed according to ownership percentages
Loss Sharing:	Losses shall be shared according to ownership percentages
Revenue Recognition:	[How revenues will be recognized and distributed]

MANAGEMENT AND GOVERNANCE

Management Structure:

Management Committee:	[Number] members ([Number] from Party 1, [Number] from Party 2)
Chairman:	[How chairman will be selected/rotated]
Decision Making:	Major decisions require [unanimous consent/majority vote]
Operations Manager:	[Who will manage day-to-day operations]

Key Personnel:

Party 1 Representative:	[Name and Title]
Party 2 Representative:	[Name and Title]
Project Manager:	[Name and responsibilities]

INTELLECTUAL PROPERTY

Existing IP Rights:	Each party retains ownership of pre-existing intellectual property
Joint IP Development:	[How jointly developed IP will be owned and shared]
IP Licensing:	[Terms for licensing existing IP to the joint venture]
Patent Applications:	[Who will file and own patent applications]

FINANCIAL MANAGEMENT

Bank Accounts:	Joint venture shall maintain separate bank accounts
Accounting Standards:	[GAAP/IFRS or other standards]
Financial Reporting:	Monthly financial statements to be provided to both parties
Audit Requirements:	[Annual audit requirements and auditor selection]
Budget Approval:	Annual budgets require approval from management committee

CONFIDENTIALITY AND NON-DISCLOSURE

Both parties agree to maintain strict confidentiality regarding:

• All proprietary information shared during the joint venture
• Financial data and business plans
• Technical specifications and trade secrets
• Customer lists and market information
• Any other confidential information designated as such

TERM AND TERMINATION

Termination Events:

This agreement may be terminated upon:

• Expiration of the agreed term
• Mutual written agreement of both parties
• Material breach by either party (with [30-day] cure period)
• Insolvency or bankruptcy of either party
• Failure to achieve specified milestones: [specify milestones]

Termination Procedures:

Notice Period:	[90 days] written notice required
Asset Distribution:	[How assets will be divided upon termination]
Ongoing Obligations:	Confidentiality and non-compete obligations survive termination

DISPUTE RESOLUTION

Negotiation:	Good faith negotiations for [30 days]
Mediation:	Binding mediation if negotiation fails
Arbitration:	Final binding arbitration under [AAA/ICC rules]
Governing Law:	Laws of [State/Country]
Jurisdiction:	Courts of [City, State/Country]

INSURANCE AND INDEMNIFICATION

Insurance Coverage:	$[Amount] general liability insurance minimum
Additional Coverage:	[Professional liability, product liability, etc.]
Indemnification:	Each party indemnifies the other for breaches of this agreement

MISCELLANEOUS PROVISIONS

Entire Agreement:	This agreement constitutes the entire agreement between the parties
Amendments:	Must be in writing and signed by both parties
Severability:	Invalid provisions do not affect validity of remaining agreement
Force Majeure:	Standard force majeure clause applies