JOINT VENTURE AGREEMENT

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TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Formation and Purpose
   3.2 Term
   3.3 Capital Contributions
   3.4 Governance
   3.5 Allocations and Distributions
   3.6 Additional Financing
   3.7 Books, Records & Audit Rights
   3.8 Confidentiality; Intellectual Property; Non-Competition
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
   7.1 Mutual Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

• [PARTY A NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Party A”); and
• [PARTY B NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Party B”, and together with Party A, each a “Party” and collectively, the “Parties”).

RECITALS
A. The Parties desire to combine certain of their respective resources and expertise to pursue the business opportunity described herein (the “Project”).
B. The Parties wish to define their respective rights and obligations with respect to the formation, ownership, governance, operation, and termination of a joint venture (the “Joint Venture”).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms may be used in the singular or plural and include all grammatical variations.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.
“Agreement” has the meaning set forth in the preamble.
“Arbitration Rules” means the Commercial Arbitration Rules of the American Arbitration Association, as amended from time to time.
“Business Day” means any day other than a Saturday, Sunday, or U.S. federal holiday.
“Capital Contribution” has the meaning set forth in Section 3.3(a).
“Confidential Information” has the meaning set forth in Section 3.8(a).
“Defaulting Party” has the meaning set forth in Section 6.1.
“Disclosing Party” has the meaning set forth in Section 3.8(a).
“Effective Date” has the meaning set forth in the Document Header.
“Event of Default” has the meaning set forth in Section 6.1.
“Joint Venture” means the business arrangement formed pursuant to this Agreement, whether as a contractual joint venture or through the formation of a separate legal entity, as elected in Section 3.1(a).
“Liability Cap” has the meaning set forth in Section 7.2(a).
“Losses” has the meaning set forth in Section 7.1(a).
“Person” means any natural person, corporation, partnership, limited liability company, trust, unincorporated association, government, or governmental agency.
“Receiving Party” has the meaning set forth in Section 3.8(a).
“Required Approval” means the affirmative vote or written consent of Parties whose aggregate Percentage Interests equal or exceed [●] %.
[// GUIDANCE: Insert additional defined terms alphabetically as needed.]

Cross-reference: Capitalized terms used but not defined shall have the meanings ascribed to them in the context used.

3. OPERATIVE PROVISIONS

3.1 Formation and Purpose

(a) Form of Joint Venture. The Parties hereby form a [CONTRACTUAL JOINT VENTURE / NEW ENTITY - specify legal form, e.g., limited liability company under the laws of [STATE]] (the “JV Entity”) to pursue, develop, own, and exploit the Project.
(b) Name; Principal Office. The JV Entity shall conduct business under the name “[JV NAME]” and maintain its principal office at [ADDRESS] or such other location as the Board (defined below) may determine.
(c) Purpose. The purpose of the Joint Venture is to [DESCRIBE PURPOSE] and to engage in all activities reasonably incidental or related thereto.
(d) No Partnership Tax Election. [Specify desired tax classification; include Tax Matters Partner designation if U.S. partnership.]

3.2 Term

This Agreement shall commence on the Effective Date and continue until dissolved in accordance with Section 6 or as otherwise provided by law.

3.3 Capital Contributions

(a) Initial Contributions. On or before the Closing Date, each Party shall contribute the following assets (each, a “Capital Contribution”):
• Party A: [CASH/PROPERTY/SERVICES—SPECIFY] valued at $[●].
• Party B: [CASH/PROPERTY/SERVICES—SPECIFY] valued at $[●].
(b) Percentage Interests. Following the initial Capital Contributions, the Parties’ respective percentage ownership interests (“Percentage Interests”) shall be: Party A – [●] %; Party B – [●] %.
(c) Failure to Contribute. If a Party fails to timely make any Capital Contribution, the non-defaulting Party may elect any of the remedies in Section 6.3(a).

3.4 Governance

(a) Board of Managers. The Joint Venture shall be managed by a board (the “Board”) consisting of [TOTAL NUMBER] members. Party A shall appoint [●] managers; Party B shall appoint [●] managers.
(b) Voting; Required Approval. Except as otherwise specified herein, matters before the Board require a simple majority vote; the actions listed on Exhibit [A] require Required Approval.
(c) Officers. The Board may appoint officers with the authority set forth in resolutions adopted from time to time.
(d) Deadlock. If the Board is deadlocked for [●] consecutive meetings on any material matter, either Party may invoke the deadlock resolution mechanism in Section 6.3(c).

3.5 Allocations and Distributions

(a) Allocation of Profits and Losses. Profits and losses shall be allocated to the Parties in proportion to their Percentage Interests, unless the Internal Revenue Code or regulations require otherwise.
(b) Distributions. Distributable Cash shall be distributed at such times and in such amounts as determined by the Board, subject to retention of reasonable reserves.

3.6 Additional Financing

The Joint Venture may obtain additional financing on terms approved by Required Approval. No Party shall be obligated to provide guarantees or additional contributions except as expressly set forth herein.

3.7 Books, Records & Audit Rights

(a) Maintenance of Records. The JV Entity shall keep complete and accurate books of account in accordance with generally accepted accounting principles (“GAAP”).
(b) Inspection Rights. Upon at least five (5) Business Days’ notice, each Party may inspect and audit the books and records during normal business hours at its own expense.

3.8 Confidentiality; Intellectual Property; Non-Competition

(a) Confidentiality. Each Party receiving (“Receiving Party”) Confidential Information of the other (“Disclosing Party”) shall hold such information in confidence and use it solely for Joint Venture purposes.
(b) Intellectual Property. All IP developed exclusively for the Project shall be owned [jointly / by the JV Entity] absent contrary written agreement.
(c) Non-Competition. During the Term and for [●] years thereafter, no Party nor its Affiliates shall engage in any business that is competitive with the Project within [TERRITORY], except as permitted under Exhibit [B].

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants to the other that, as of the Effective Date:
(a) Organization; Power. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power to execute and perform this Agreement.
(b) Authorization. This Agreement has been duly authorized, executed, and delivered and constitutes a valid and binding obligation enforceable against such Party.
(c) No Conflicts. Execution and performance do not and will not violate any charter document, agreement, or law applicable to such Party.
(d) No Proceedings. No litigation, arbitration, or administrative proceeding is pending or, to its knowledge, threatened that would materially impair its performance of this Agreement.

4.2 Survival

The representations and warranties in this Section 4 shall survive for [●] months following termination of this Agreement, except for representations regarding title to contributed assets, which shall survive indefinitely.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants

Each Party shall:
(a) use commercially reasonable efforts to advance the Project;
(b) comply with all applicable laws, including export controls, anti-bribery statutes, and sanctions;
(c) maintain in force all licenses and permits necessary for the Project.

5.2 Negative Covenants

No Party shall, without Required Approval:
(a) dispose of or encumber any material JV assets;
(b) enter into any transaction with an Affiliate except on arm’s-length terms;
(c) incur indebtedness exceeding $[●] in the aggregate.

6. DEFAULT & REMEDIES

6.1 Events of Default

An “Event of Default” occurs if a Party (the “Defaulting Party”):
(a) fails to make any Capital Contribution when due and such failure continues for ten (10) Business Days after written notice;
(b) materially breaches any provision of this Agreement and fails to cure within thirty (30) days after written notice;
(c) becomes insolvent, admits in writing its inability to pay debts, or makes a general assignment for the benefit of creditors; or
(d) has a receiver appointed or files for bankruptcy.

6.2 Notice and Cure

The non-defaulting Party shall give written notice specifying the Event of Default. Cure periods set forth above shall apply unless otherwise mutually agreed.

6.3 Remedies

(a) Funding Default. For failure to contribute capital, the non-defaulting Party may (i) contribute the default amount and dilute the Defaulting Party’s Percentage Interest pursuant to Exhibit [C]; (ii) treat the advance as a loan at [●]% per annum; or (iii) pursue specific performance.
(b) Other Defaults. Remedies include termination under Section 6.3(d), damages, and injunctive relief.
(c) Deadlock Sale or Buy-Sell. Upon a Board deadlock under Section 3.4(d), either Party may trigger the buy-sell mechanism in Exhibit [D].
(d) Termination. Upon an Event of Default, the non-defaulting Party may terminate this Agreement on thirty (30) days’ written notice. Sections intended to survive (including 4, 6.3, 7, 8, and 9) shall do so.

Attorney Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Mutual Indemnification

(a) Indemnity. Each Party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party, its Affiliates, and their respective directors, officers, employees, and agents (collectively, “Indemnified Parties”) from and against any and all losses, liabilities, claims, damages, penalties, fines, and expenses, including reasonable attorney fees (“Losses”), arising out of (i) breach of this Agreement by the Indemnifying Party; (ii) negligence or willful misconduct of the Indemnifying Party; or (iii) violation of applicable law by the Indemnifying Party.
(b) Procedure. The Indemnified Party shall promptly notify the Indemnifying Party of any claim; failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent prejudiced thereby.

7.2 Limitation of Liability

(a) Liability Cap. EXCEPT for (i) indemnification obligations under Section 7.1, (ii) breaches of confidentiality, or (iii) fraud or willful misconduct, each Party’s aggregate liability under this Agreement shall not exceed [DOLLAR AMOUNT OR “an amount equal to the aggregate Capital Contributions of such Party”] (the “Liability Cap”).
(b) Exclusion of Certain Damages. EXCEPT for the foregoing carve-outs, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
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7.3 Insurance

The JV Entity shall maintain, at a minimum, commercial general liability insurance in the amount of $[●] per occurrence and such other coverages as required by law or reasonably requested by the Board.

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or power outages, provided that the affected Party (i) gives prompt notice, (ii) uses commercially reasonable efforts to mitigate, and (iii) resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising out of or relating hereto shall be governed by and construed in accordance with the laws of [CHOSEN STATE/COUNTRY] without regard to its conflicts-of-law principles.

8.2 Exclusive Jurisdiction for Emergencies

Notwithstanding Section 8.3, either Party may seek temporary, preliminary, or emergency injunctive relief in the state or federal courts located in [COUNTY, STATE], and the Parties hereby submit to the exclusive jurisdiction and venue of such courts for such limited purpose.

8.3 Mandatory Arbitration

All disputes not resolved within thirty (30) days after written notice of dispute shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with the Arbitration Rules and the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
(a) Arbitrators. The tribunal shall consist of three (3) arbitrators: each Party shall appoint one arbitrator, and the two so appointed shall appoint the third, who shall serve as chair.
(b) Seat and Language. The seat of arbitration shall be [CITY, STATE]; proceedings shall be conducted in English.
(c) Interim Measures. The arbitrators may grant any interim relief they deem appropriate, including specific performance and injunctive relief.
(d) Award; Enforcement. The arbitral award shall be final and binding and may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY COURT PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Preservation of Injunctive Relief

Nothing herein shall prevent either Party from seeking injunctive or equitable relief (including specific performance) to preserve the status quo pending arbitration.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by each Party. A waiver on one occasion shall not constitute a waiver on any future occasion.

9.2 Assignment

No Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except to an Affiliate that assumes in writing all assigned obligations.

9.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

9.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. The invalid provision shall be replaced by a valid provision that most closely reflects the Parties’ original intent.

9.5 Entire Agreement; Merger

This Agreement (including all Exhibits and Schedules) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed original and binding.

9.7 Notices

All notices shall be in writing and deemed given when delivered (i) by hand with signed receipt, (ii) by recognized overnight courier with confirmation, or (iii) by certified mail, postage prepaid, return receipt requested, to the addresses first set forth above (or such other address as a Party may designate by notice).

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Joint Venture Agreement to be executed by their duly authorized representatives as of the Effective Date.

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EXHIBIT INDEX

Exhibit A – Matters Requiring Required Approval
Exhibit B – Permitted Competitive Activities
Exhibit C – Dilution Formula for Funding Defaults
Exhibit D – Buy-Sell / Deadlock Resolution Mechanism

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