Florida Joint Venture Agreement

FLORIDA JOINT VENTURE AGREEMENT

This Joint Venture Agreement is drafted specifically to be governed by Florida law, to be formed and operated in Florida, and to invoke Florida-specific statutory protections. It is not intended as a universal or multi-state form.

1. PARTIES AND RECITALS

This Joint Venture Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Party A: [________________________________], a [________________________________] ([corporation / limited liability company / limited partnership]) organized under the laws of the State of [________________________________], with its principal place of business in [________________________________] County, Florida, at [________________________________] ("Party A"); and

Party B: [________________________________], a [________________________________] organized under the laws of the State of [________________________________], with its principal place of business at [________________________________] ("Party B").

Party A and Party B are each a "Venturer" and collectively, the "Venturers."

RECITALS

A. The Venturers desire to jointly pursue the business opportunity described as: [____________________________________________________________] (the "Project"), which will be conducted principally within the State of Florida.

B. The Venturers have elected to form the joint venture by organizing a Florida limited liability company under Chapter 605, Florida Statutes (the "Act"), to be named [________________________________], LLC (the "JV Entity"), to be formed by filing Articles of Organization with the Florida Department of State, Division of Corporations (Sunbiz).

C. Nothing herein is intended to create, and the Venturers expressly disclaim, any general partnership under Chapter 620, Part II, Florida Statutes, except to the extent that federal tax law requires partnership treatment of the JV Entity.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Venturers agree as follows.

2. FLORIDA-SPECIFIC FORMATION MATTERS

2.1 Formation as Florida LLC

The Venturers shall cause Articles of Organization for the JV Entity to be filed with the Florida Department of State, Division of Corporations, pursuant to Fla. Stat. § 605.0201, within [____] business days after the Effective Date. The Articles shall designate [________________________________], located in [________________________________] County, Florida, as the registered agent and registered office, consistent with Fla. Stat. § 605.0113.

2.2 Annual Report

The Venturers acknowledge that the JV Entity must file an annual report with the Florida Department of State between January 1 and May 1 of each year pursuant to Fla. Stat. § 605.0212 and that failure to do so will result in administrative dissolution under Fla. Stat. § 605.0714.

2.3 Operating Agreement Supersedes

The JV Entity shall adopt an operating agreement substantially in the form of Exhibit A, which shall control internal affairs to the fullest extent permitted by Fla. Stat. § 605.0105. The Venturers expressly waive any non-mandatory default rules of the Act that conflict with this Agreement or the operating agreement.

2.4 Fictitious Name Registration

If the JV Entity conducts business under any name other than its registered legal name, the Venturers shall cause a fictitious name registration to be filed with the Florida Department of State pursuant to Fla. Stat. § 865.09.

3. CAPITAL CONTRIBUTIONS AND INTERESTS

3.1 Initial Contributions

☐ Party A shall contribute: [________________________________] valued at $[____________].
☐ Party B shall contribute: [________________________________] valued at $[____________].

3.2 Membership Interests

After initial contributions, membership interests in the JV Entity shall be:

• Party A: [____]%
• Party B: [____]%

3.3 Failure to Contribute

If a Venturer fails to make its required Capital Contribution within [____] days after written notice, the non-defaulting Venturer may, at its election: (a) advance the shortfall as a loan to the JV Entity at the Florida legal rate of interest under Fla. Stat. § 687.01 (currently 4.75% above the Federal Reserve discount rate, not to exceed the usury ceilings of Fla. Stat. § 687.02); (b) treat the advance as an additional Capital Contribution with corresponding dilution of the defaulting Venturer pursuant to the formula in Exhibit B; or (c) pursue specific performance in Florida circuit court.

3.4 No Usury

Notwithstanding any provision herein, no interest shall be charged in excess of the rates permitted by Fla. Stat. § 687.02 (18% per annum for loans up to $500,000; 25% per annum for loans above $500,000), and any excess shall be deemed void ab initio pursuant to Fla. Stat. § 687.04.

4. MANAGEMENT AND GOVERNANCE

4.1 Manager-Managed

The JV Entity shall be manager-managed within the meaning of Fla. Stat. § 605.0407. The initial managers shall be:

• [________________________________] (appointed by Party A)
• [________________________________] (appointed by Party B)

4.2 Fiduciary Duties

Each manager and Venturer owes the JV Entity and the other Venturers the statutory duties of loyalty and care set forth in Fla. Stat. §§ 605.04091–605.04093, as modified (but not eliminated) by this Agreement to the maximum extent permitted by Fla. Stat. § 605.0105(3). The Venturers specifically waive conflicts of interest arising from (check all that apply):
☐ outside business interests of Party A described in Schedule 4.2(a)
☐ outside business interests of Party B described in Schedule 4.2(b)
☐ transactions with Affiliates on arm's-length terms

4.3 Major Decisions Requiring Unanimous Consent

The following actions require the unanimous written consent of both Venturers:
☐ Amendment of Articles of Organization or operating agreement
☐ Admission of new members
☐ Sale of all or substantially all assets (triggering appraisal rights analogous to Fla. Stat. § 605.1006)
☐ Merger, conversion, or dissolution under Fla. Stat. §§ 605.1021–605.1060
☐ Incurrence of indebtedness exceeding $[____________]
☐ Entry into any restrictive covenant binding the JV Entity

4.4 Deadlock

If the managers are deadlocked for [____] consecutive regular meetings on any Major Decision, either Venturer may invoke the "Florida Shotgun" buy-sell mechanism in Section 9.3 or petition the Circuit Court of [________________________________] County, Florida for judicial dissolution under Fla. Stat. § 605.0702.

5. DISTRIBUTIONS AND ALLOCATIONS

5.1 Distributions

Distributions shall be made pro rata in accordance with membership interests, subject to the solvency test of Fla. Stat. § 605.0406, which prohibits distributions that would (a) render the JV Entity unable to pay its debts as they become due in the ordinary course, or (b) cause total assets to be less than total liabilities. Managers approving a distribution in violation of this section are personally liable under Fla. Stat. § 605.0406(3).

5.2 Tax Matters

The JV Entity shall be treated as a partnership for federal income tax purposes. The Tax Matters Partner / Partnership Representative under IRC § 6223 shall be [________________________________].

6. CONFIDENTIALITY AND TRADE SECRETS (FLORIDA UTSA)

6.1 Application of FUTSA

The Venturers acknowledge that confidential Project information may constitute "trade secrets" within the meaning of the Florida Uniform Trade Secrets Act, Fla. Stat. §§ 688.001–688.009 ("FUTSA"), and agree that FUTSA's remedies, including injunctive relief under Fla. Stat. § 688.003 and attorney's fees for willful misappropriation under Fla. Stat. § 688.005, are fully preserved.

6.2 Reasonable Secrecy Measures

Each Venturer shall implement "reasonable efforts" to maintain secrecy as required under Fla. Stat. § 688.002(4)(b), including (a) access restrictions, (b) confidentiality legends, and (c) employee non-disclosure covenants.

6.3 Statute of Limitations

Claims for trade secret misappropriation must be brought within three (3) years of discovery pursuant to Fla. Stat. § 688.007.

6.4 DTSA Whistleblower Notice

Pursuant to 18 U.S.C. § 1833(b), individuals are not liable for disclosure of trade secrets made in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing.

7. NON-COMPETE AND RESTRICTIVE COVENANTS

7.1 Election of Governing Regime

The Venturers elect that restrictive covenants in this Agreement shall be governed by (check one):
☐ Fla. Stat. § 542.335 (traditional Florida non-compete statute with presumptive reasonable periods); or
☐ Florida CHOICE Act, Fla. Stat. §§ 542.41–542.45 (effective July 3, 2025; available only where a Venturer's covered personnel earn more than twice the mean wage of the applicable Florida county and where the specified written notice and 7-day review period requirements are met).

7.2 Legitimate Business Interests (§ 542.335 Path)

If § 542.335 governs, the Venturers acknowledge the following legitimate business interests: (a) valuable confidential business information regarding the Project; (b) substantial relationships with specific existing and prospective customers, patients, or clients; (c) customer or client goodwill associated with trade names, trademarks, service marks, and trade dress developed through the JV; (d) extraordinary or specialized training provided by the JV; and (e) trade secrets.

7.3 Duration

During the term of the JV Entity and for [____] months thereafter (not to exceed 24 months for employee-type restraints to avoid the § 542.335(1)(d)1.c. presumption of unreasonableness; or up to 7 years if protecting equity-holder goodwill), no Venturer shall, within [____] miles of any Florida location where the JV Entity conducts business, engage in [________________________________]. For trade-secret-based restraints, duration may be up to 5 years and remain presumptively reasonable under § 542.335(1)(d)3.

7.4 Blue-Pencil / Judicial Modification

Pursuant to Fla. Stat. § 542.335(1)(c), if any restraint is overbroad, overlong, or not reasonably necessary to protect the legitimate business interest, the Venturers authorize and direct the court to modify the restraint and grant only the relief reasonably necessary to protect such interest. The Venturers further direct that any rule of construction against drafters be waived in interpreting these provisions, consistent with § 542.335(1)(h).

7.5 CHOICE Act Path

If the Venturers elect the CHOICE Act (§ 7.1), the restrictive covenant may extend up to four (4) years and shall satisfy the written-notice, 7-day review, and salary-threshold requirements of Fla. Stat. §§ 542.41–542.45. The Venturers acknowledge that CHOICE Act covenants are entitled to preliminary injunctive relief upon a prima facie showing, without the traditional four-factor balancing.

8. INDEMNIFICATION AND INSURANCE

8.1 Mutual Indemnification

Each Venturer shall indemnify, defend, and hold harmless the other and the JV Entity from any and all losses, liabilities, damages, judgments, fines, and reasonable attorney's fees arising from (a) the indemnifying Venturer's breach of this Agreement; (b) its gross negligence or willful misconduct; or (c) any claim brought under the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq. ("FDUTPA"), attributable to the indemnifying Venturer's acts.

8.2 Manager Exculpation

To the maximum extent permitted by Fla. Stat. § 605.04093, no manager shall be liable to the JV Entity or the Venturers for monetary damages for actions taken in such capacity, except for (a) a knowing violation of criminal law, (b) transactions from which the manager derived improper personal benefit, or (c) fraud, gross negligence, or willful misconduct.

8.3 Insurance

The JV Entity shall maintain:

• Commercial general liability insurance with limits of at least $[____________] per occurrence
• Property insurance covering the JV Entity's Florida operations, including named-windstorm and hurricane coverage if real or tangible property is located in Florida
• Workers' compensation as required by Fla. Stat. Ch. 440
• Florida-required no-fault (PIP) coverage on any JV vehicles under Fla. Stat. § 627.736

9. TRANSFER, BUY-SELL, AND DISSOLUTION

9.1 Right of First Refusal

No Venturer may Transfer its interest without first offering it to the other Venturer on the same terms for [____] days, consistent with Fla. Stat. § 605.0502 (transferability of membership interests).

9.2 Permitted Transfers

Transfers to Affiliates or estate-planning vehicles of the Venturers are permitted without triggering the ROFR, provided the transferee executes a joinder.

9.3 Buy-Sell on Deadlock or Default

Upon a Triggering Event (deadlock per § 4.4 or uncured Event of Default per § 10), either Venturer (the "Offeror") may deliver written notice to the other (the "Offeree") stating a per-unit price. Within [____] days, the Offeree must elect either to (a) sell its interest to the Offeror at that price, or (b) buy the Offeror's interest at that price. Closing shall occur within [____] days at the principal office of the JV Entity in [________________________________] County, Florida.

9.4 Dissolution

The JV Entity shall dissolve upon the first of: (a) unanimous written consent; (b) entry of a decree of judicial dissolution under Fla. Stat. § 605.0702; (c) the sale of substantially all assets; or (d) any event causing dissolution under Fla. Stat. § 605.0701. Winding up shall follow Fla. Stat. §§ 605.0708–605.0712, with creditors paid first, followed by distributions to members in accordance with positive capital accounts.

10. DEFAULT AND REMEDIES

10.1 Events of Default

An "Event of Default" occurs upon:
☐ Failure to make a required Capital Contribution (§ 3.3) within the cure period
☐ Material breach uncured within thirty (30) days after written notice
☐ Voluntary or involuntary bankruptcy, receivership, or assignment for benefit of creditors
☐ Fraud or intentional misrepresentation
☐ Breach of confidentiality under § 6 or restrictive covenants under § 7

10.2 Remedies

Upon an Event of Default, the non-defaulting Venturer may (a) invoke the buy-sell in § 9.3; (b) seek specific performance and injunctive relief in Florida circuit court (such remedy acknowledged as appropriate for breach of §§ 6 and 7); (c) recover actual damages; and (d) recover attorney's fees pursuant to § 13.4 and Fla. Stat. § 57.105 for frivolous defenses.

11. DISPUTE RESOLUTION

11.1 Governing Law

This Agreement shall be governed by the internal laws of the State of Florida without regard to its conflict-of-laws principles. If the aggregate value of the JV exceeds $250,000, the Venturers invoke Fla. Stat. § 685.101 to confirm Florida as the chosen governing law.

11.2 Forum

Each Venturer irrevocably submits to the exclusive jurisdiction and venue of the Circuit Court in and for [________________________________] County, Florida, or the United States District Court for the [Northern / Middle / Southern] District of Florida, as applicable, consistent with Fla. Stat. § 685.102. Each Venturer waives any objection based on forum non conveniens.

11.3 Arbitration (Optional)

If both Venturers initial below, any dispute (other than claims for injunctive relief under §§ 6, 7, and 9) shall be finally settled by binding arbitration in [________________________________], Florida, administered by the American Arbitration Association under its Commercial Rules, governed by the Florida Arbitration Code, Fla. Stat. §§ 682.01–682.25 (Florida Revised Arbitration Code) and the Federal Arbitration Act. Party A initials: _____ Party B initials: _____

11.4 Jury Waiver

EACH VENTURER IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT. This waiver is given knowingly and voluntarily and is enforceable under Florida law (see Bremer v. Roberts, 126 So. 3d 1107 (Fla. 4th DCA 2012)).

11.5 Attorney's Fees

The prevailing party shall recover reasonable attorney's fees and costs under the American Rule as modified by contract, and shall have the benefit of Fla. Stat. § 57.105 for sanctions against frivolous claims or defenses.

12. FORCE MAJEURE (HURRICANE / FLORIDA-SPECIFIC)

No Venturer shall be liable for non-performance (other than payment obligations) caused by events beyond reasonable control, including named-storm events, hurricanes, tropical storms, and storm-surge flooding as defined and forecasted by the National Hurricane Center, mandatory evacuation orders issued by the Florida Division of Emergency Management or any Florida county sheriff, acts of God, war, terrorism, pandemic, or governmental orders. The affected Venturer shall promptly notify the other and resume performance as soon as reasonably practicable after the event. Extended non-performance exceeding [____] days permits the non-affected Venturer to terminate without penalty.

13. GENERAL PROVISIONS

13.1 Notices

All notices shall be in writing and deemed given when (a) hand-delivered, (b) sent by FedEx or UPS overnight, (c) sent by certified mail, return receipt requested, or (d) sent by email with confirmation, to the addresses set forth above.

13.2 Amendment

This Agreement may be amended only by a writing signed by both Venturers.

13.3 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts. Signatures delivered via e-signature platforms or PDF are valid under the Florida Uniform Electronic Transaction Act, Fla. Stat. §§ 668.50, and shall have the same force as originals.

13.4 Attorney's Fees

In any action arising out of this Agreement, the prevailing party shall recover reasonable attorney's fees, costs, and expenses, including on appeal.

13.5 Severability

If any provision is held invalid under Florida law, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall continue in full force.

13.6 Statute of Limitations

The parties acknowledge that claims for breach of this written contract are subject to the five (5) year limitations period under Fla. Stat. § 95.11(2)(b).

13.7 FDUTPA Reservation

Nothing in this Agreement waives claims or defenses under the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq., to the extent such waiver is prohibited by public policy.

13.8 Entire Agreement

This Agreement, together with the Exhibits and the operating agreement of the JV Entity, constitutes the entire agreement between the Venturers and supersedes all prior agreements.

14. EXECUTION

IN WITNESS WHEREOF, the Venturers have executed this Florida Joint Venture Agreement as of the Effective Date.

PARTY A: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PARTY B: [________________________________]

By: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

STATE OF FLORIDA
COUNTY OF [________________________________]

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this [____] day of [________________________________], 20[____], by [________________________________], as [________________________________] of Party A, who is personally known to me or produced [________________________________] as identification.

Notary Public, State of Florida: [________________________________]
Commission Number: [________________________________]
Commission Expires: [__/__/____]

(Repeat notarization block for Party B)

EXHIBIT INDEX

• Exhibit A: Form of Operating Agreement of JV Entity
• Exhibit B: Dilution Formula for Capital Contribution Defaults
• Schedule 4.2(a): Party A Outside Business Interests
• Schedule 4.2(b): Party B Outside Business Interests

SOURCES AND REFERENCES

• Florida Revised LLC Act: https://www.flsenate.gov/Laws/Statutes/2025/Chapter605
• Florida Business Corporation Act: https://www.flsenate.gov/Laws/Statutes/2025/Chapter607
• Florida Revised Uniform Partnership Act: https://www.flsenate.gov/Laws/Statutes/2025/Chapter620/Part_II
• Fla. Stat. § 542.335 (Restrictive Covenants): https://www.flsenate.gov/Laws/Statutes/2025/542.335
• Florida CHOICE Act (§§ 542.41–542.45): effective July 3, 2025
• Florida Uniform Trade Secrets Act, Ch. 688: https://www.flsenate.gov/Laws/Statutes/2025/Chapter688
• Florida Deceptive and Unfair Trade Practices Act: https://www.flsenate.gov/Laws/Statutes/2025/0501.201
• Sunbiz (FL Department of State, Division of Corporations): https://dos.fl.gov/sunbiz/