Joint Venture Agreement Template
Drafting notes:
This template assumes that the businesses involved in the joint venture are not forming a new limited company in which they will each be shareholders, and will instead form a joint venture partnership under this agreement. If the parties intend to form a new limited company in which they will each be shareholders then see our articles on shareholder agreements – https://shareholderagreementsolicitor.co.uk/2018/05/19/what-is-a-shareholder-agreement/
Please read this template alongside the guide to joint venture agreements – https://partnershipagreementsolicitor.co.uk/joint-venture-agreements-a-quick-guide-under-english-law/
This agreement (“Agreement”) is entered into on and effective from the: [NB. Insert the Effective Date]
BETWEEN:
PARTY 1:
[NB. IF PARTY 1 IS A LIMITED COMPANY: Insert the name of the limited company], a company registered in England and Wales with company number [NB. Insert the company number], whose registered office is at [NB. Insert the address of the company’s registered office] (“Party 1”).
[NB. IF PARTY 1 IS A SOLE TRADER BUSINESS, A PARTNERSHIP OR AN INDIVIDUAL: Insert the name of partnership or individual] of [NB. Insert address of the partnership or individual] (“Party 1”).
PARTY 2:
[NB. IF PARTY 2 IS A LIMITED COMPANY: Insert the name of the limited company], a company registered in England and Wales with company number [NB. Insert the company number], whose registered office is at [NB. Insert the address of the company’s registered office] (“Party 2”).
[NB. IF PARTY 2 IS A SOLE TRADER BUSINESS, A PARTNERSHIP OR AN INDIVIDUAL: Insert the name of partnership or individual] of [NB. Insert address of the partnership or individual] (“Party 2”).
(Each a “Party” and together the “Parties”)
IT IS AGREED AS FOLLOWS:
| 1. | Formation of Joint Venture |
| 1.1 | The Parties hereby establish a joint venture (the “Joint Venture”) under English Law for the purpose of [NB. Insert a brief description of Joint Venture purpose]. |
| 1.2 | The Joint Venture shall operate under the name of [NB. Insert name of the Joint Venture] (“Joint Venture Name”). |
| 2. | Management and Governance |
| 2.1 | The management of the Joint Venture shall be overseen by a management committee (“Management Committee”) comprised of [NB. Insert a number] representatives, with each Party appointing an equal number of representatives. |
| 2.2 | Decisions of the Management Committee shall be made by unanimous consent, and in the event of a deadlock, disputes shall be resolved in accordance with the provisions set forth in clause 7.3 (Dispute Resolution). |
| 3. | Contributions |
| 3.1 | Each Party shall contribute to the Joint Venture in the following manner: |
| (a) | Party 1 shall contribute: [NB. Insert a specification of the contribution of Party 1 to the Joint Venture]. |
| (b) | Party 2 shall contribute: [NB. Insert a specification of the contribution of Party 2 to the Joint Venture]. |
| 3.2 | The Parties agree that the contributions specified herein represent their initial contributions to the Joint Venture and may be adjusted as mutually agreed upon by the Parties. |
| 4. | Sharing of Profits and Losses |
| 4.1 | Profits and losses of the Joint Venture shall be shared equally between the Parties unless otherwise agreed in writing. |
| 4.2 | The Parties shall maintain accurate records of all income, expenses, profits, and losses related to the Joint Venture and shall provide regular financial reports to each other. |
| 5. | Term and Termination |
| 5.1 | The term of this Agreement shall commence on the date of this agreement and shall continue until terminated in accordance with the provisions herein. |
| 5.2 | Either Party may terminate this Agreement upon 30 days’ written notice to the other Party. |
| 5.3 | In the event of termination, the Parties shall wind up the affairs of the Joint Venture in an orderly manner and distribute any remaining assets in accordance with their respective ownership interests. |
| 6. | Confidentiality |
| 6.1 | Each Party agrees to maintain the confidentiality of all information shared during the course of the Joint Venture and to use such information solely for the purposes of the Joint Venture. |
| 6.2 | This confidentiality obligation shall survive the termination of this Agreement. |
| 7. | Governing Law, Jurisdiction and Dispute Resolution |
| 7.1 | This Agreement shall be governed by and construed in accordance with the laws of England and Wales. |
| 7.2 | Any dispute arising out of or in connection with this Agreement shall be subject to clause 7.3 and thereafter to the the exclusive jurisdiction of the courts of England and Wales. |
| 7.3 | If any dispute arises in connection with this Agreement, a director from each of the Parties will, within 14 days of a written request (“Request”) from one Party to the other, meet in a good faith effort to resolve the dispute. If the dispute is not wholly resolved within 14 days of that meeting, or if the Parties fail to meet within 14 days of a Request, then the dispute shall be submitted to mediation. |
| 7.4 | Failing settlement of the dispute by mediation, the dispute shall be submitted by any Party for final resolution in accordance with clause 7.2. |
| 8. | Entire Agreement |
| 8.1 | This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. |
The Parties have signed this Agreement and intend it to be effective from the date stated above.
……………………………………………………. Signature of Party 1 | ……………………………………………………. Signature of Party 2 |
……………………………………………………. Print Name | ……………………………………………………. Print Name |
