Free Joint Venture Agreement

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Joint Venture Agreement


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THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this _____ day of _________________, _________ (the "Execution Date"),


____________________________ of _______________________________________________, and
____________________________ of _______________________________________________
(individually the "Member" and collectively the "Members").


  1. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise.
  2. This Agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Members agree as follows:

  1. Formation
  2. By this Agreement the Members enter into a joint venture (the "Venture") in accordance with the laws of the Country of England. The rights and obligations of the Members will be as provided under the common law or as stated in the applicable legislation of the Country of England (the "Act") except as otherwise provided here.
  3. Name
  4. The business name of the Venture will be ____________________.
  5. Purpose
  6. The exclusive purpose of the Venture (the "Purpose") will be _________________________________________________.
  7. Term
  8. The duration of this Venture (the "Term") will begin on 14 July 2024 and continue in full force and effect until the occurrence of the following event:
    • _____________________________________________________________________
  9. The Term may be extended with the unanimous consent of all Members.
  10. Place of Business
  11. The principal office of the business of the Venture will be located at _____________________________________________ or such other place as the Members may from time to time designate.
  12. Business Management
  13. The Venture will be directed, controlled and managed by a management committee (the "Management Committee"). Within the limits of the Purpose of the Venture and the terms of this Agreement, the Management Committee will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Management Committee, or its delegate.
  14. The Management Committee will consist of one representative (the "Representative") for each Member unless otherwise agreed by all the Members. Each Representative will have the authority to bind their respective Member in decisions relating to the Venture. Each Member may replace its Representative or appoint a temporary alternate at its own discretion on reasonable notice to the remaining Members.
  15. All actions and decisions respecting the appointment of an accounting firm for the Venture require the consent and agreement of a majority of the Management Committee.
  16. A manager or managers may be appointed by the Management Committee where necessary or desirable. Duties of the managers will be determined by the Management Committee.
  17. Management Duties
  18. Except as otherwise specified in this agreement, the duties and obligations of the Management Committee in relation to the Venture will include the following:
    1. managing the day to day business of the Venture;
    2. monitoring, controlling and directing the financial, business and operational affairs of the Venture;
    3. proper maintenance of books of account and financial records according to accepted accounting practices;
    4. monitoring, analysing and acting on all issues over which it would have express or implied authority according to this Agreement; and
    5. all responsibilities attached to hiring of production and administration staff including any required labour negotiations, and all responsibilities attached to hiring of third party contractors.
  19. Member Duties
  20. Each Member will be responsible for their respective duties as follows:


    Duties Description


  21. Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members' interests are not affected except with the unanimous consent of the Members.
  22. Capital Contributions
  23. Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the "Capital Contribution"):


    Contribution Description

    Agreed Value





  24. All Members will contribute their respective Capital Contributions fully and on time.
  25. Withdrawal of Capital
  26. No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.
  27. The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement.
  28. Additional Capital
  29. Capital Contributions may be amended from time to time, according to the requirements of the Venture, by decision of the Members as recommended by the Management Committee. Where Members' interests are affected, additional capital contributions (the "Additional Capital Contributions") must have the unanimous consent of the Members.
  30. Any advance of money to the Venture by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to a greater voting power. Such debts may have preference or priority over any other payments to Members as may be determined by a majority of the Members.
  31. Capital Accounts
  32. An individual capital account will be maintained for each Member and their initial Capital Contribution will be credited to this account. Any additional, approved contributions to the Venture's capital made by a Member will be credited to that Member's individual Capital Account.
  33. Interest on Capital
  34. No borrowing charge or loan interest will be due or payable to any Member on any Capital Contribution or on their Capital Account despite any disproportion that may from time to time arise among the Capital Accounts of the Members.
  35. Books of Account
  36. Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect all the Venture’s transactions and will be appropriate and adequate for the business conducted by the Venture.
  37. Banking and Venture Funds
  38. The funds of the Venture will be placed in such investments and banking accounts as will be designated by the Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity.
  39. Member Meetings
  40. Regular Member meetings will be held only as required. Minutes of the meetings will be maintained on file.
  41. Any Member can call a special meeting to resolve urgent issues that require a vote and that cannot wait for the next regularly scheduled meeting. When calling a special meeting, all Members must be provided with reasonable notice. Where a special meeting has been called, the meeting will be restricted to the specific purpose for which the meeting was called.
  42. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Members.
  43. Any vote required by the Members will be determined such that each Member receives one vote carrying equal weight.
  44. Amendments
  45. This Agreement may be amended only with the unanimous consent of all Members.
  46. Admitting a new Member
  47. New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members.
  48. Dissociation of a Member
  49. Where a Member is in breach of this Agreement and that Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to that individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture.
  50. If the Venture is harmed as the result of an individual Member's action or failure to act, then that individual Member will be liable for that harm. If more than one Member is at fault then they will be jointly and severally liable for that harm.
  51. Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member.
  52. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement.
  53. Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing.
  54. Dissolution of the Joint Venture
  55. The Venture will be dissolved and its assets liquidated in the event of any of the following:
    1. the Term expires and is not extended;
    2. a unanimous vote by the Members to dissolve the Venture;
    3. on satisfaction of the Purpose;
    4. loss or incapacity through any means of substantially all of the Venture's assets; or
    5. where only one Member remains.
  56. Liquidation
  57. On dissolution, the Venture will be liquidated promptly and within a reasonable time.
  58. On the liquidation of the Venture assets, distribution of any amounts to Members will be made in proportion to their respective capital accounts or as otherwise may be agreed in writing.
  59. Valuation of Interest
  60. In the absence of a written agreement setting a value, the value of the Venture will be determined based on the fair market value appraisal of all Venture assets (less liabilities) in accordance with generally accepted accounting principles (GAAP) by an independent accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A withdrawing Member's interest will be based on the proportion of their respective capital account less any outstanding liabilities a Member may have to the Venture. The intent of this section is to ensure the survival of the Venture despite the withdrawal of any individual Member.
  61. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation.
  62. Transfer of Member Interest
  63. A Member may assign their proprietary assets and their rights in distribution interest in the Venture. Such assignment will only include that Member's economic rights and interests and will not include any other rights of that Member nor will it include an automatic admission as a Member of the Venture or the right to exercise any management or voting interests. A Member who assigns any or all of their Venture interest to any third party will relinquish their status as Member including all management and voting rights. Assignment of Member status, under this clause, including any management and voting interests, will require the consent of all the remaining Members.
  64. Management Voting
  65. Any management vote required will be determined such that each Representative receives one vote carrying equal weight unless otherwise agreed by all the Members.
  66. Force Majeure
  67. A Member will be free of liability to the Venture where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure where the Member has communicated the circumstance of that event to any and all other Members and taken any and all appropriate action to mitigate that event. Force majeure will include, but not be limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event.
  68. Duty of Loyalty
  69. Provided a Member has the consent of the majority of the other Members, the Members to this Agreement and their respective affiliates may have interests in businesses other than the Venture. Neither the Venture nor any other Member will have any rights to the assets, income or profits of any such business, venture or transaction. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Members. Failure to disclose any potential conflicts of interest will be deemed an Involuntary Withdrawal by the offending Member and may be treated accordingly by the remaining Members.
  70. Confidentiality
  71. All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain.
  72. This section will survive for one year after the expiration or termination of this Agreement or dissolution of the Venture.
  73. Language
  74. The Members expressly state that the English language is to be the language of choice for this Agreement and all other notices and agreements required by the Venture.
  75. Insurance
  76. The Venture will insure all its assets against loss where reasonable and standard practice in the industry.
  77. Indemnification
  78. Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any nature relating to the Member's participation in Venture affairs except where such harm or damages results from gross negligence or wilful misconduct on the part of the Member.
  79. Liability
  80. No Member will be liable to the Venture or to any other Member for any error in judgment or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or wilful misconduct.
  81. Liability Insurance
  82. The Venture may acquire insurance on behalf of any Member, employee, agent or other person engaged in the business interest of the Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Venture.
  83. Covenant of Good Faith
  84. Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture.
  85. Joint Venture Property
  86. Where allowed by statute, title to all Venture property, including intellectual property, will remain in the name of the Venture. Where joint ventures are not recognised by statute as separate legal entities, Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Venture property will be applied by the Members exclusively for the benefit and purposes of the Venture and in accordance with this Agreement.
  87. Jurisdiction
  88. The Members submit to the jurisdiction of the courts of the Country of England for the enforcement of this Agreement and for any arbitration award or decision arising from this Agreement.
  89. Warranties
  90. All Members represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Member has been fully authorised to execute this Agreement.
  91. Each Member represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Member.
  92. Definitions
  93. For the purpose of this Agreement, the following terms are defined as follows:
    1. "Capital Contributions" The capital contribution to the Venture actually made by the Members, including property, cash and any additional capital contributions made.
    2. "Majority Vote" A Majority Vote is any amount greater than one-half of the authorised votes.
    3. "Operation of Law" The Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy.
  94. Miscellaneous
  95. This Venture is termed a contractual joint venture and will not constitute a partnership. Members will provide services to one another on an arms' length basis while remaining independent business entities. There will be no pooling of profits and losses. Each Member is responsible only for its own actions and no Member is an agent for any other Member. Members will not be jointly or severally liable for the actions of the other Members.
  96. Time is of the essence in this Agreement.
  97. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  98. Headings are inserted for the convenience of the Members only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  99. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Members' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  100. This Agreement contains the entire agreement between the Members. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Member in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Members.
  101. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Member's successors, assigns, executors, administrators, beneficiaries, and representatives.
  102. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Members at the addresses contained in this Agreement or as the Members may later designate in writing.
  103. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal on this _____ day of _________________, _________.




____________________________ (Member)




____________________________ (Member)

Last Updated April 12, 2024

What is a Joint Venture Agreement?

A Joint Venture Agreement (sometimes called a co-venture agreement or JV agreement) is a contract between two or more business entities that undertake an enterprise together.

Joining a joint venture can allow professionals from different industries to connect and collaborate to reach a common goal. If your company lacks the resources to expand, this type of enterprise can be a fast and effective way to build your business and access new markets.

With this contract, each member establishes their duties and obligations during the business relationship. The members also detail their contributions to the venture, such as finances, services, or other resources. The agreement describes the purpose of the venture, business management and operations, and terms for dissolution.

What are the types of joint ventures?

You can customise LawDepot's Joint Venture Agreement template for one of two different types of business relationships: a contractual joint venture or a general partnership.

In a contractual joint venture, each member maintains separate accounting records and receives an equal distribution of profits and losses. This type of joint venture may also limit the liability of each member in the event of a dispute. Use this template for most business activities, including those involving research or product development.

In a general partnership joint venture, each member shares the profits and losses of their business. With this type of agreement, the members have unlimited liability regarding the partnership or actions taken by members on behalf of the partnership. This form of partnership usually works well for joint ventures in real estate.

What is the difference between a contractual joint venture and a partnership?

The main difference between these two types of business agreements is the distribution of profits, losses, and liabilities.

Contractual agreements usually limit the scope of their relationship to a single project or a specific duration of time. This type of joint venture often involves competitors (or at least separate businesses in their own right) working together on a short-term, mutual goal.

For example, two construction companies may work together in a joint venture to research and develop a new product: a lighter weight, more resilient building material. They pool their resources together to complete the project, then part ways to market and sell it individually.

In this case, by creating a contractual joint venture agreement, one company does not share the profits of the other. Similarly, each company limits its liability for disputes or damages that may occur as a result of the other company's actions. For example, if Company A leaves out important information in their advertisements, causing inappropriate use of the product and consumer injuries, Company B would not likely be held responsible.

In contrast, each member of a general partnership joint venture commits to the long-term profitability of the business.

For instance, someone who's an expert in the daily operations and management of real estate projects may partner with an individual or organisation that can finance down payments on multiple properties. They work together to buy, restore, and sell old houses.

The parties in this agreement share both the profits from this project, as well as the liabilities. If one party cannot pay off a debt, debt collectors may hold the other party responsible for payments.

How do you write a Joint Venture Agreement?

Although each contract varies depending on the needs and purposes of the parties involved, the information you'll need to write a Joint Venture Agreement includes:

  • The primary location of the business operations
  • A unique business name for the venture
  • Details of the project's scope (e.g., purpose and timelines)
  • Member details such as personal information, capital contributions, and obligations

LawDepot's Joint Venture Agreement template also allows you to make decisions regarding:

  • Meeting schedules and the weighting of each member's vote
  • Business management responsibilities
  • Terms for the agreement's dissolution
  • Restrictive covenants (e.g., non-competition and non-disclosure)
  • Preferred methods of dispute resolution

Including these terms in your Joint Venture Agreement reduces the possibility for conflict by clearly outlining members' rights, responsibilities, and expectations.

How do you structure and manage a joint venture?

Capital contributions (which can include cash, resources, or services) are an important aspect of a joint venture because they typically impact both the structure of your venture and its management provisions.

When drafting an agreement, members of a joint venture must decide the total value of their capital contributions and the weighting of their vote at meetings. Votes can be equal for each member or proportional to their capital contribution. These decisions create a framework for how the business will proceed between the members, including the initial funding, allocation of resources, and decision-making processes.

Once you establish capital contributions and voting guidelines, you must also decide who is responsible for managing the venture. LawDepot's Joint Venture Agreement template provides three options for business management:

  • Management committee
  • Board of directors
  • Individual manager(s)

With a management committee, each member hires a representative to sit on the committee and make authoritative decisions related to the venture on the member's behalf. The benefits of setting up a management committee include the efficient delegation of projects and the facilitation of trust between members, management, and staff.

With a board of directors, all of the JV members collectively appoint directors to sit on the board. Unlike representatives in a management committee, the directors' primary duty is to the venture, not to any individual member.

If your venture doesn't need an entire committee or board, you can appoint one or more managers instead.

How do you address dispute resolution in a Joint Venture Agreement?

Because joint ventures often have a limited life span, it's important to clearly address terms for dissolution and dispute resolution in your Joint Venture Agreement.

LawDepot's Joint Venture Agreement provides two options for dissolving the venture: through either a majority or unanimous vote by the members. If a joint venture wants to ensure the management decision benefits all members, they should seek a unanimous vote. Often, the members agree in advance on a date for the agreement to end (i.e., a fixed-term joint venture).

The members might wish to provide guidelines for competition and confidentiality. Clauses such as a duty of loyalty and confidentiality help protect the business interests of the parties involved, particularly when the partnership involves jointly owned intellectual property.

However, it's important to note that the enforceability of these terms may vary depending on your situation. That being said, including terms for dispute resolution can help members resolve conflicts outside of court.

When deciding whether to resolve conflicts through mediation or arbitration, you should consider who you want to make a final decision: the members of the joint venture, or a neutral third party.

In mediation, JV members hire a mediator to facilitate negotiations but decide the outcome themselves. With arbitration, an arbitrator reviews the situation from both sides and makes a final decision that members must follow.

While the members of a joint venture will likely have each other's best interests in mind, including terms for dispute resolution provides peace of mind in case negotiations turn sour.

Related Documents:

  • Partnership Agreement: Establishes the rights and responsibilities of general partners and the rules in a for-profit partnership
  • Shareholders Agreement: Outlines a corporation's management operations, dispute resolutions, and other shareholder terms
  • Share Purchase Agreement: Documents the sale of stock or shares between an existing shareholder of a corporation and another individual or corporation
  • Notice of Withdrawal from Partnership: Notifies the necessary parties that a partner is withdrawing for voluntary or involuntary reasons
  • Personal/Corporate Guarantee: A contract in which an individual or organisation agrees to be responsible for the debt or obligations of another
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Joint Venture Agreement

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