[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-joint-venture-agreement-2-D888":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":170,"customdescription":6,"mdFm":171,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Joint Venturers\"), corporations organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with their head office located at: [YOUR COMPLETE ADDRESS] BETWEEN: [JOINT VENTURERS NAMES] (the \"Joint Venturers\"), corporations organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with their head office located at: [JOINT VENTURERS ADDRESS] AND: [AGENT NAME] (the \"Agent\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [AGENT ADDRESS] RECITALS The Joint Venturers have agreed to make contributions to a common fund for the purpose of acquiring and holding: [name and describe], called the business interest. The Joint Venturers consider it advisable to acquire and hold their business interest through a nominee so as to avoid the necessity of numerous separate agreements, to maintain the legal title to the business interest in a simple and practicable form and to facilitate the collection and distribution of the profits accruing under the business interest, and has agreed to act as nominee of the Joint Venturers with the understanding that he is also acquiring a participating interest in this joint Venture on his own account, It is therefore agreed: Purpose The Joint Venturers form this joint Venture to acquire and hold the business interest in common and to provide the finances required for its acquisition. To the extent set forth in this Agreement, each of the Joint Venturers shall own an undivided fractional part in the business. The Joint Venturers appoint as their Agent [name], whose duty shall be to hold each of the undivided fractional parts in the business interest for the benefit of and as Agent for the respective Joint Venturers. Contributions The Agent acknowledges that he has received from each of the Joint Venturers, for the purpose of this joint Venture, the sum set after the name of each Joint Venturer as follows: [Contribution and Name of Joint Venturers] Acquisition of Business Interest ",null,"Joint Venture Agreement 2","3",37,"doc","https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-2-D888.png","https://templates.business-in-a-box.com/imgs/250px/888.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#888.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"joint venture agreement 2","Joint Venture Agreement 2 Template","https://templates.business-in-a-box.com/imgs/400px/888.png","https://templates.business-in-a-box.com/imgs/600px/888.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[35,39,43,47,51,55,59,63,67,71,75,79,83,96,112,127,143,157],{"label":36,"url":37,"thumb":38,"extension":10},"Joint Venture Agreement","/template/joint-venture-agreement-D889","https://templates.business-in-a-box.com/imgs/250px/889.png",{"label":40,"url":41,"thumb":42,"extension":10},"How to Create a Joint Venture","/template/how-to-create-a-joint-venture-D12563","https://templates.business-in-a-box.com/imgs/250px/12563.png",{"label":44,"url":45,"thumb":46,"extension":10},"Joint Development Agreement Standard","/template/joint-development-agreement-standard-D887","https://templates.business-in-a-box.com/imgs/250px/887.png",{"label":48,"url":49,"thumb":50,"extension":10},"Limited Partnership Agreement 2","/template/limited-partnership-agreement-2-D1009","https://templates.business-in-a-box.com/imgs/250px/1009.png",{"label":52,"url":53,"thumb":54,"extension":10},"Administrative Services Agreement 2","/template/administrative-services-agreement-2-D139","https://templates.business-in-a-box.com/imgs/250px/139.png",{"label":56,"url":57,"thumb":58,"extension":10},"Software Maintenance Agreement 2","/template/software-maintenance-agreement-2-D779","https://templates.business-in-a-box.com/imgs/250px/779.png",{"label":60,"url":61,"thumb":62,"extension":10},"Share Subscription Agreement Venture Capital","/template/share-subscription-agreement-venture-capital-D344","https://templates.business-in-a-box.com/imgs/250px/344.png",{"label":64,"url":65,"thumb":66,"extension":10},"Agreement of Purchase and Sale of Shares 2","/template/agreement-of-purchase-and-sale-of-shares-2-D320","https://templates.business-in-a-box.com/imgs/250px/320.png",{"label":68,"url":69,"thumb":70,"extension":10},"Source Code Trust Agreement 2","/template/source-code-trust-agreement-2-D810","https://templates.business-in-a-box.com/imgs/250px/810.png",{"label":72,"url":73,"thumb":74,"extension":10},"Offer to Purchase Shares Agreement Venture Capital","/template/offer-to-purchase-shares-agreement-venture-capital-D335","https://templates.business-in-a-box.com/imgs/250px/335.png",{"label":76,"url":77,"thumb":78,"extension":10},"Checklist Drafting Joint Promotion Agreements","/template/checklist-drafting-joint-promotion-agreements-D5216","https://templates.business-in-a-box.com/imgs/250px/5216.png",{"label":80,"url":81,"thumb":82,"extension":10},"Resignation 2","/template/resignation-2-D520","https://templates.business-in-a-box.com/imgs/250px/520.png",{"description":84,"descriptionCustom":6,"label":44,"pages":85,"size":86,"extension":10,"preview":87,"thumb":46,"svgFrame":88,"seoMetadata":89,"parents":90,"keywords":94,"url":95},"JOINT DEVELOPMENT AGREEMENT This Joint Development Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME] has developed [SPECIFY]. WHEREAS [COMPANY NAME] detains know-how in [SPECIFY]; WHEREAS the parties have expressed their interest in entering into a joint development agreement to develop [SPECIFY]. NOW, THEREFORE, in consideration of the mutual covenants and conditions, the parties agree as follows: 1. JOINT DEVELOPMENT 1.1 [YOUR COMPANY NAME] and [COMPANY NAME] hereby undertake to cooperate in the development of an [SPECIFY]. The Joint Project shall meet the [STATE/PROVINCE] and other applicable regulatory standards and requirements. 1.2 Under the Joint Project, [COMPANY NAME] shall be responsible to furnish complete information pertaining to the [SPECIFY], including: (a) [DESCRIBE]; (b) regulatory approval requirements and timeframes; (c) any suggestions and recommendations for improving [SPECIFY]. 1.3 Under the Joint Project, [YOUR COMPANY NAME] shall be responsible to provide, on a timely basis, all necessary information to [COMPANY NAME], in order to allow [COMPANY NAME] to carry out its responsibilities under this Agreement. 1.4 In the event that any or part of the equipment required for the implementation of the Joint Project shall be procured from outside suppliers, whether for manufacturing or assembly, the parties hereby agree to consult with each other for the choice of any such supplier as well as with respect to the technical specifications to be included in any request for quotation to be provided to such supplier, the whole with the objective to ensure that such equipment will meet the highest standards of performance at the most competitive prices. 2. JOINT COMMITTEE 2.1 For the purpose of carrying out and monitoring the Joint Project, the parties hereby create a joint development committee composed of [NUMBER] representatives of each of [COMPANY NAME] and [YOUR COMPANY NAME] (the \"Joint Committee\"). The initial Joint Committee shall be composed of: for [YOUR COMPANY NAME]: [NAME] [NAME] for [COMPANY NAME]: [NAME] [NAME] 2.2 During the terms of this Agreement, each party may, at its sole discretion, replace any of its representatives on the Joint Committee. The appointment of a new representative shall be effective upon receipt by the other party of a written notice to that effect. 2.3 The Joint Committee shall hold meetings bi-weekly via teleconferencing or otherwise to discuss technology development issues, to elaborate equipment, network and service specifications, to review the planning and the scheduling of the Joint Project and, generally, to ensure the proper carrying out of the Joint Project. Promptly, after each meeting, the Joint Committee shall issue a written progress report to be distributed to the management of each of [YOUR COMPANY NAME] and [COMPANY NAME]. 3. JOINT PROJECT SCHEDULE 3.1 The parties agree that the initial duration of the Joint Project shall be [NUMBER] months starting on [DATE] and ending on [DATE]. The Joint Project shall be divided in stages as more specifically described in Schedule A attached. 3.2 Each party hereby undertakes to inform the other party, as soon as possible upon knowledge thereof, of any fact or event which might have a substantial impact on the feasibility of the Joint Project or the Joint Project schedule. 3.3 In the event that the Joint Project is delayed, for any reason whatsoever, beyond the Joint Project schedule but that the Joint Project is still feasible within a reasonable time frame, then each party hereby agrees to negotiate in good faith an extension of the initial Joint Project schedule or any stage thereof. 4. TERMINATION 4.1 At any time during the term of this Agreement, any party may, for any reason whatsoever, terminate this Agreement by giving the other party a [NUMBER] days written notice to such effect. 4.2 This Agreement shall be terminated if one party is declared bankrupt, becomes insolvent within the meaning of any insolvency law or makes an assignment of its property for the benefit of its creditors generally. 4","5",50,"https://templates.business-in-a-box.com/imgs/1000px/joint-development-agreement_standard-D887.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#887.xml",{"title":6,"description":6},[91,93],{"label":17,"url":92},"business-legal-agreements",{"label":17,"url":92},"joint venture agreement","/template/joint-venture-agreement-D887",{"description":97,"descriptionCustom":6,"label":98,"pages":99,"size":100,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":106,"keywords":105,"url":111},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":105,"description":6},"partnership agreement",[107,108],{"label":17,"url":92},{"label":109,"url":110},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":113,"descriptionCustom":6,"label":114,"pages":115,"size":100,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":121,"keywords":120,"url":126},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. 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NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":134,"description":6},"investment agreement",[136,139],{"label":137,"url":138},"Finance & Accounting","finance-accounting",{"label":140,"url":141},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":144,"descriptionCustom":6,"label":145,"pages":8,"size":100,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":156},"PROFIT-SHARING AGREEMENT This Profit-Sharing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [COMPANY NAME], (\"Company\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [EMPLOYEE/PARTNER NAMES], (\"Participants\") an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE OF THE AGREEMENT The Parties agree to establish the terms and conditions for the sharing of profits generated by the Company among the Participants based on their respective contributions and interests. DEFINITIONS 2.1 Profits: Net profits generated by the Company, calculated according to generally accepted accounting principles (GAAP). 2.2 Participant: An individual or entity that is a Party to this Agreement and entitled to a share of the profits. PROFIT SHARING PLAN 3.1 The Company shall establish a Profit-sharing Plan, the details of which are outlined in Exhibit A attached hereto. 3.2 The Profit-sharing Plan shall specify the distribution of profits among the Participants, including any criteria, percentages, or formulas used to determine each Participant's share. ","Profit Sharing Agreement","https://templates.business-in-a-box.com/imgs/1000px/profit-sharing-agreement-D13753.png","https://templates.business-in-a-box.com/imgs/250px/13753.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13753.xml",{"title":150,"description":6},"profit sharing agreement",[152,153],{"label":17,"url":92},{"label":154,"url":155},"Purchase & Sale Agreements","purchase-sale-agreement","/template/profit-sharing-agreement-D13753",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":100,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":169},"REVENUE SHARING AGREEMENT This Revenue Sharing Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF PARTY A], (\"Party A\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF PARTY B], (\"Party B\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, Party A and Party B shall be referred to as the \"Parties\" and individually as \"Party.\" WHEREAS, the Parties wish to collaborate with each other for the fulfillment of certain business relating to [SPECIFY THE BUSINESS] (the \"Collaboration\"); WHEREAS, the Parties wish to evidence their contract in writing; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: PURPOSE The purpose of this Agreement is to establish the terms and conditions under which the Parties will collaborate and work together in the [SPECIFY NATURE OF BUSINESS] to achieve their mutual goals. REVENUE SHARING AND PAYMENT During the term of this Agreement, the Parties shall share revenue generated from the Collaboration in the following manner: [SPECIFY THE REVENUE SHARING PERCENTAGE] Party A shall make payments to Party B within [NUMBER OF DAYS] days after the end of each calendar month for the revenue generated during the preceding month. The payment shall be accompanied by a detailed report of revenue generated by the Collaboration activities during the preceding month. TERM The Parties agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. ROLES AND OBLIGATIONS OF PARTY A Party A agrees to perform the following roles and obligations: [INSERT SPECIFIC ROLES AND OBLIGATIONS OF PARTY A] ROLES AND OBLIGATIONS OF PARTY B Party B agrees to perform the following roles and obligations: [INSERT SPECIFIC ROLES AND OBLIGATIONS OF PARTY B] OPERATIONS AND FINANCE The Parties shall conduct their operations in accordance with the Business Plan of the Collaboration attached hereto as Exhibit A of this Agreement. The Parties shall maintain accurate records of their financial transactions and shall prepare financial statements in accordance with generally accepted accounting principles. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Parties. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. REPRESENTATION AND WARRANTIES The Parties represent and warrant to each other as follows: They have full power and authority to enter into this Agreement, including all rights necessary to make the foregoing assignments to each other. That in performing under the Agreement, they will not violate the terms of any agreement with any third party. DEFAULTS, REMEDIES AND TERMINATION Events of Default: Each of the following shall constitute an Event of Default under this Agreement: Material Breach: Either Party fails in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of the terms and conditions of this Agreement. Material Misrepresentation: Any representation made by either Party hereunder shall be false or incorrect in any material respect when made, or is false in any material respect at any point in time. Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above, the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have [NUMBER OF DAYS] days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such [NUMBER OF DAYS]-day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure. Termination for Default: Either Party shall have the right to immediately terminate this Agreement for an Event of Default as defined above. If the required notice was given for an Event of Default as defined in section 10","Revenue Sharing Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/revenue-sharing-agreement-D13477.png","https://templates.business-in-a-box.com/imgs/250px/13477.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13477.xml",{"title":165,"description":6},"revenue sharing agreement",[167,168],{"label":17,"url":92},{"label":17,"url":92},"/template/revenue-sharing-agreement-D13477",false,{"seo":172,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":248,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":433,"comparisons":450,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":502,"classification":503},{"meta_title":173,"meta_description":174,"primary_keyword":175,"secondary_keywords":176,"robots":185,"family":175,"is_canonical":170},"Joint Venture Agreement Template (Variant) (Free Word)","Free joint venture agreement template for capital-intensive ventures. Download and customize today. Used in 190+ countries. Free Word and PDF download.","joint venture agreement template",[177,178,179,180,181,182,183,184],"joint venture contract template","joint venture agreement template word","joint venture agreement free download","capital joint venture agreement","jv agreement template","joint venture partnership agreement","joint venture governance template","joint venture exit clause","noindex,follow",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":170},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"This Joint Venture Agreement (Variant) is a legally binding contract between two or more parties forming a capital-intensive joint venture — a separate enterprise funded by defined contributions from each party. This free Word download structures the ownership stakes, dilution mechanics, debt financing rights, governance procedures, deadlock resolution, and exit pathways into a single enforceable document you can edit online and export as PDF.\n","Use it when two or more businesses or investors are pooling significant capital to fund a shared project, operating entity, or investment vehicle — and need formal written terms governing how money goes in, how decisions get made, and how parties can eventually exit.\n","Party identification and recitals, capital contribution schedules, dilution and anti-dilution mechanics, debt financing and credit facility terms, governance structure and voting thresholds, deadlock resolution procedures, distribution and profit-sharing, transfer restrictions and exit rights, representations and warranties, and governing law.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Real estate developers","Pooling equity from two or more investors to fund a single development project","persona-real-estate-developer",{"title":203,"use_case":204,"icon_asset_id":205},"Private equity sponsors","Structuring a co-investment vehicle with a limited partner or co-GP","persona-investor",{"title":207,"use_case":208,"icon_asset_id":209},"Corporate M&A teams","Establishing a shared operating entity with a strategic partner or supplier","persona-operations-director",{"title":211,"use_case":212,"icon_asset_id":213},"Infrastructure investors","Co-funding a toll road, energy plant, or utility asset with a public or private counterpart","persona-ceo",{"title":215,"use_case":216,"icon_asset_id":217},"Technology companies","Forming a jointly owned R&D entity to commercialize shared intellectual property","persona-startup-founder",{"title":219,"use_case":220,"icon_asset_id":221},"International joint venture partners","Entering a foreign market through a locally registered shared entity with a domestic partner","persona-international-employer",[223,227,230,233,237,240,244],{"situation":224,"recommended_template":225,"slug":226},"General collaboration between two companies on a defined project without significant capital pooling","Joint Venture Agreement (Standard)","joint-venture-agreement-D887",{"situation":228,"recommended_template":145,"slug":229},"Two parties sharing profits on a single transaction or project without forming a separate entity","profit-sharing-agreement-D13753",{"situation":231,"recommended_template":159,"slug":232},"Ongoing revenue-sharing arrangement between two existing businesses","revenue-sharing-agreement-D13477",{"situation":234,"recommended_template":235,"slug":236},"Two parties collaborating on early-stage research or product development only","Collaboration Agreement","collaboration-agreement-D13222",{"situation":238,"recommended_template":129,"slug":239},"One party investing capital in another party's existing business","investment-agreement-D12831",{"situation":241,"recommended_template":242,"slug":243},"Structuring a long-term strategic alliance with no shared entity or pooled capital","Strategic Alliance Agreement","strategic-alliance-and-supply-agreement-D5205",{"situation":245,"recommended_template":246,"slug":247},"Licensing IP to a joint venture entity rather than contributing it as equity","Intellectual Property License Agreement","intellectual-property-license-agreement-D13718",[249,252,255,258,261,264,267,270,273,276,279,282],{"term":250,"definition":251},"Capital Contribution","Cash, property, or services provided by a party to the joint venture in exchange for an ownership interest, as specified in a contribution schedule.",{"term":253,"definition":254},"Dilution","The reduction in a party's ownership percentage that occurs when new equity is issued — for example, when a capital call is met by one party but not the other.",{"term":256,"definition":257},"Anti-Dilution Provision","A clause protecting an existing party's ownership percentage from being reduced below a defined floor unless they affirmatively agree in writing.",{"term":259,"definition":260},"Capital Call","A formal request from the joint venture to its parties to contribute additional funds, typically to cover cost overruns, new phases, or reserve requirements.",{"term":262,"definition":263},"Deadlock","A governance impasse where the parties hold equal voting power and cannot reach a majority decision on a reserved matter.",{"term":265,"definition":266},"Drag-Along Right","A provision allowing a majority party to compel a minority party to sell their interest on the same terms when a buyer for the entire venture is identified.",{"term":268,"definition":269},"Tag-Along Right","A provision allowing a minority party to join in a sale of the majority party's interest on the same price and terms, preventing the majority from selling without them.",{"term":271,"definition":272},"Right of First Refusal (ROFR)","A transfer restriction requiring a party wishing to sell their interest to first offer it to the other party at the same price and terms as a third-party offer.",{"term":274,"definition":275},"Waterfall Distribution","A sequenced formula for distributing proceeds — first repaying contributed capital, then preferred returns, then splitting residual profits at agreed ratios.",{"term":277,"definition":278},"Reserved Matter","A category of decision — such as incurring debt above a threshold, admitting new parties, or changing the business plan — that requires unanimous or supermajority consent rather than a simple majority.",{"term":280,"definition":281},"Put Option (in JV context)","A right allowing one party to force the other to purchase its interest at a formula-determined price — commonly used as a deadlock-resolution mechanism.",{"term":283,"definition":284},"Call Option (in JV context)","A right allowing one party to purchase the other's interest at a formula-determined price, typically triggered by a material breach, insolvency, or a pre-agreed exit window.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties, purpose, and formation","Identifies every party by full legal name and jurisdiction, states the purpose of the joint venture, and confirms whether the venture operates as an unincorporated JV, LLC, or other separate legal entity.","This Joint Venture Agreement is entered into as of [DATE] by and between [PARTY A LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Party A'), and [PARTY B LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Party B'). The parties agree to form a joint venture (the 'Venture') for the purpose of [SPECIFIC PURPOSE] (the 'Project').","Using trade names instead of registered legal entity names. If the contracting entity does not match the entity that signs ancillary documents or bank accounts, enforceability is undermined.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Capital contributions and ownership schedule","Sets out the dollar amount, form (cash, property, IP, services), and timing of each party's initial contribution, and ties those contributions to their initial ownership percentage in a contribution schedule.","Party A shall contribute $[AMOUNT] in cash on or before [DATE]. Party B shall contribute [DESCRIPTION OF NON-CASH CONTRIBUTION] valued at $[AMOUNT] as agreed in Schedule A. Initial ownership: Party A [X]%, Party B [Y]%.","Valuing non-cash contributions informally without a third-party appraisal or agreed methodology. Disputed valuations are the single most common source of JV litigation at formation.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Additional capital calls and dilution mechanics","Establishes the procedure for calling additional capital when the venture needs more funds, defines how a party's ownership percentage is recalculated if they fail to fund a call, and sets a floor on dilution if any.","The Managing Party may issue a Capital Call with [30] days' written notice. A party that fails to fund its pro-rata share within [15] days of the call date shall be diluted to [FORMULA — e.g., (funded amount / total funded capital) × ownership percentage]. No party shall be diluted below [X]% without its prior written consent.","Setting no dilution floor and no remedy for a party who cannot fund a capital call. Without a floor, a well-funded party can effectively squeeze out the other through repeated calls.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Debt financing and credit facilities","Governs the venture's authority to borrow money, the maximum debt threshold requiring party consent, each party's obligation (or lack of obligation) to personally guarantee venture debt, and the ranking of debt repayment in the distribution waterfall.","The Venture may incur Debt up to $[THRESHOLD] without party consent. Debt exceeding $[THRESHOLD] requires unanimous written approval. No party shall be required to provide a personal guarantee unless separately agreed in writing. All Debt shall be repaid before any distribution to parties.","Failing to address personal guarantees explicitly. Lenders routinely ask each JV party to guarantee venture debt — a party that did not expect this exposure has no protection without an express waiver in the agreement.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Governance, management, and reserved matters","Defines who manages day-to-day operations (managing party or a joint management committee), sets voting thresholds for ordinary resolutions versus reserved matters, and lists the specific decisions that require unanimous or supermajority consent.","Day-to-day management shall be conducted by [MANAGING PARTY / MANAGEMENT COMMITTEE]. Ordinary resolutions require a majority vote. Reserved Matters — including admission of new parties, incurrence of Debt above the threshold, amendment of this Agreement, and disposal of material assets — require unanimous written consent.","Defining reserved matters too broadly, so that routine operational decisions require unanimous consent. This guarantees deadlock on minor issues and creates operational paralysis.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Deadlock resolution","Provides a step-by-step escalation process when the parties cannot agree on a reserved matter — typically starting with senior executive negotiation, then mediation, and ending with a put/call mechanism, buy-sell (shotgun) clause, or compulsory wind-up.","If a deadlock persists for [30] days after written notice, either party may trigger the Buy-Sell Mechanism: the triggering party names a purchase price per unit; the other party must elect within [30] days to either buy the triggering party's interest or sell its own interest at that price.","Omitting a deadlock mechanism entirely and relying on 'good faith negotiations.' Without a binding resolution path, a 50/50 JV facing genuine impasse can only exit through expensive litigation or a forced wind-up.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Distributions and waterfall","Sets out the order and formula for distributing cash — first repaying debt, then returning contributed capital, then paying any preferred return, then splitting residual profits at the agreed ratio.","Available Cash shall be distributed in the following order: (1) repayment of outstanding Debt; (2) return of unreturned capital contributions pro-rata; (3) preferred return of [X]% per annum on unreturned capital; (4) residual profits split [X]% to Party A and [Y]% to Party B.","Splitting profits at the ownership percentage without first returning contributed capital. This creates a scenario where a party that funded more than its share receives no preferential return before profit sharing begins.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Transfer restrictions, ROFR, and exit rights","Prohibits a party from transferring its interest without the other party's consent or satisfaction of a right of first refusal, and specifies permitted transfers (e.g., to affiliates), tag-along rights, drag-along rights, and any pre-agreed exit windows.","No party may transfer its interest without prior written consent of the other party, except to a wholly owned affiliate. Any proposed transfer to a third party triggers the Right of First Refusal under Schedule B. Drag-along: if Party A receives a bona fide offer for [X]% or more of the Venture, Party A may require Party B to sell on the same terms.","Allowing free transfers to affiliates without defining 'affiliate' and requiring notice. A party can effectively substitute a new counterparty — including an insolvent or hostile entity — through an undisclosed affiliate transfer.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Representations, warranties, and covenants","Each party confirms it has the legal authority to enter the agreement, is not subject to conflicting obligations, has made accurate representations about its contributed assets, and will comply with applicable laws throughout the venture.","Each party represents and warrants that: (a) it is duly organized and in good standing; (b) execution does not violate any existing agreement or law; (c) all information provided regarding contributed assets is accurate as of the Effective Date; and (d) it will maintain all required licenses and permits for the duration of the Venture.","Omitting representations about contributed non-cash assets — particularly IP or real property. If a contributed asset turns out to be encumbered or disputed, the party receiving it has no contractual remedy without a warranty.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Termination, wind-up, and governing law","States the events that trigger termination (completion of the project, insolvency of a party, expiry of a fixed term, or unanimous agreement), the wind-up procedure for distributing remaining assets, and the governing law and dispute resolution mechanism.","The Venture shall terminate upon: (a) completion of the Project; (b) unanimous written agreement; (c) a party's insolvency or dissolution; or (d) [DATE]. Upon termination, assets shall be liquidated and proceeds distributed per the waterfall in Clause [X]. This Agreement is governed by the laws of [JURISDICTION]. Disputes shall be submitted to binding arbitration under [AAA / ICC / LCIA] rules in [CITY].","Not specifying what happens to jointly owned IP or real property on wind-up. Without explicit allocation language, parties must negotiate — or litigate — the division of every remaining asset.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify all parties by full legal name and jurisdiction","Enter each party's registered legal name, entity type (LLC, corporation, LP), and jurisdiction of organization. If a party is contributing through a special-purpose vehicle, identify both the SPV and the ultimate parent.","Run a corporate registry check before execution to confirm each party's current good standing — a party that is administratively dissolved cannot validly enter a binding agreement.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the venture's purpose and legal form","State the specific project or business purpose in concrete terms — not 'real estate activities' but 'the acquisition, development, and sale of the property located at [ADDRESS].' Confirm whether the venture will operate as an unincorporated JV, LLC, or other separate entity.","An unincorporated JV exposes each party to the other's liabilities by default in most jurisdictions; an LLC or limited partnership structure limits that exposure and is usually preferable for capital-intensive deals.",{"step":348,"title":349,"description":350,"tip":351},3,"Complete the capital contribution schedule","List each party's contribution in Schedule A: dollar amount for cash, description and agreed valuation methodology for non-cash contributions, and the funding date. Tie each contribution directly to the initial ownership percentage.","Get non-cash contributions independently appraised before signing — this takes 1–3 weeks for real property or IP but eliminates the most common source of JV disputes at inception.",{"step":353,"title":354,"description":355,"tip":356},4,"Set capital call procedures and dilution mechanics","Define who can issue a capital call, the minimum notice period (30 days is standard), the remedy for a non-funding party (dilution formula), and any dilution floor below which a party cannot be reduced without consent.","Model three scenarios before finalizing the dilution formula — equal funding, one party funds all calls, and alternating — to confirm the formula produces outcomes both parties consider fair.",{"step":358,"title":359,"description":360,"tip":361},5,"Define governance structure and reserved matters","Specify who manages day-to-day operations and list every reserved matter explicitly. Common reserved matters: admitting new parties, incurring debt above a threshold, amending the agreement, disposing of assets above a threshold, and approving the annual budget.","Keep the reserved matters list to 8–12 items. Every additional reserved matter is another potential deadlock trigger.",{"step":363,"title":364,"description":365,"tip":366},6,"Insert the deadlock resolution mechanism","Choose and populate one of three standard mechanisms: (a) buy-sell / shotgun clause, (b) put/call at formula price, or (c) compulsory arbitration leading to wind-up. Insert the triggering conditions, notice periods, and election windows.","The shotgun clause (either buy me out or I'll buy you out at my named price) is the most efficient resolution tool for 50/50 JVs — it forces each party to name a fair price because they may end up on the selling side.",{"step":368,"title":369,"description":370,"tip":371},7,"Build the distribution waterfall","List waterfall tiers in order: debt repayment, return of capital contributions, preferred return percentage, then residual profit split. Confirm the residual split percentages total 100%.","State the preferred return as a simple annual rate on unreturned capital (e.g., 8% per annum) rather than a compound rate — simple preferred returns are easier to audit and less likely to cause calculation disputes.",{"step":373,"title":374,"description":375,"tip":376},8,"Review transfer restrictions and exit provisions before signing","Confirm that ROFR procedures, tag-along and drag-along rights, and permitted affiliate transfer conditions are all consistent with each party's shareholder or operating agreements so no hidden consent requirements are triggered.","If either party is itself a fund or PE sponsor, check whether the JV agreement's transfer restrictions are compatible with the party's own limited partnership agreement — LP consent requirements can block transfers that the JV agreement otherwise permits.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"No deadlock mechanism in a 50/50 venture","A 50/50 JV with no deadlock clause is structurally unable to resolve a genuine impasse — the only exit is litigation or a voluntary wind-up that destroys value for both parties.","Include a buy-sell or put/call clause that activates after a defined deadlock period (typically 30–60 days). Both parties should understand the mechanics before signing, not after a dispute arises.",{"mistake":383,"why_it_matters":384,"fix":385},"Valuing non-cash contributions without a documented methodology","If a party contributes IP, real property, or equipment at an internally stated value, the other party has no recourse if the asset turns out to be worth materially less — and ownership stakes were set on that inflated figure.","Require an independent appraisal for any non-cash contribution above a materiality threshold (typically $50,000 or 5% of total committed capital, whichever is lower) and attach the appraisal as a schedule.",{"mistake":387,"why_it_matters":388,"fix":389},"Treating the standard JV template as interchangeable with this capital-intensive variant","The standard JV template omits capital call mechanics, dilution formulas, and debt financing governance — gaps that create disputes within the first 12 months when additional funding is needed.","Use this variant whenever each party's contribution exceeds $100,000 or the venture will require future funding rounds, credit facilities, or construction draws.",{"mistake":391,"why_it_matters":392,"fix":393},"No floor on dilution for a non-defaulting minority party","Without a dilution floor, a well-capitalized majority party can issue repeated capital calls that the minority cannot fund, reducing the minority to a de minimis stake while retaining the appearance of a consensual process.","Set an explicit floor — typically 10–20% — below which no party can be diluted without its prior written consent, regardless of how many capital calls it misses.",{"mistake":395,"why_it_matters":396,"fix":397},"Allowing unrestricted affiliate transfers without notice or parent guarantee","A party can substitute a shell SPV with no assets as its successor by assigning its interest to an 'affiliate' — leaving the other party contractually bound to an entity that cannot perform or be sued effectively.","Require 30 days' prior written notice for any affiliate transfer, confirm the transferee meets minimum net worth or creditworthiness criteria, and require the transferring party's parent to guarantee the transferee's obligations.",{"mistake":399,"why_it_matters":400,"fix":401},"Omitting wind-up asset allocation for jointly owned IP and real property","Generic wind-up language (liquidate assets and distribute proceeds) does not work for IP or real property that cannot be quickly sold or divided — parties end up in costly co-ownership disputes after the venture terminates.","Add a Schedule C identifying each material asset and the allocation rule on wind-up: Party A takes X, Party B takes Y, shared assets are auctioned between the parties at appraised value, with the other party having a first right to acquire.",[403,406,409,412,415,418,421,424,427,430],{"question":404,"answer":405},"What is a joint venture agreement?","A joint venture agreement is a contract between two or more parties who agree to combine resources — capital, expertise, or assets — to pursue a specific project or business objective while remaining legally independent entities. It governs how contributions are made, how profits and losses are shared, how decisions are made, and how each party can eventually exit. Unlike a partnership, a joint venture is typically limited in scope and duration to a defined project or purpose.\n",{"question":407,"answer":408},"What is the difference between this variant and the standard joint venture agreement template?","The standard joint venture agreement covers general collaboration terms — scope, IP ownership, confidentiality, and basic profit sharing — suited to lower-capital project partnerships. This variant is structured for capital-intensive ventures and adds capital call procedures, dilution mechanics, debt financing governance, a detailed distribution waterfall, and deadlock resolution mechanisms that the standard template does not include. Use this variant when total committed capital exceeds $100,000 or when the venture will need future funding rounds or credit facilities.\n",{"question":410,"answer":411},"Does a joint venture need to be a separate legal entity?","No — a joint venture can operate as an unincorporated contractual arrangement or as a separate legal entity such as an LLC, limited partnership, or corporation. An unincorporated JV is simpler to form but typically means each party is jointly and severally liable for the venture's obligations. Incorporating the venture as an LLC or LP limits each party's liability to its committed capital and is generally preferable for capital-intensive projects with third-party debt.\n",{"question":413,"answer":414},"What happens if one party cannot fund a capital call?","The agreement should specify a cure period (typically 15–30 days after the call date), a dilution formula that reduces the non-funding party's ownership percentage, and a floor below which no party can be diluted without consent. Some agreements also give the funding party the right to loan the unfunded amount to the non-funding party at a commercial interest rate, which avoids dilution while ensuring the venture is funded. Without these provisions, the agreement is silent on one of the most common events in a capital-intensive venture.\n",{"question":416,"answer":417},"How does a buy-sell (shotgun) clause work in a joint venture agreement?","A buy-sell clause is a deadlock-resolution mechanism used in 50/50 ventures. When triggered, the initiating party names a price per ownership unit; the other party must elect within a defined window (typically 30 days) to either buy the initiating party's interest at that price or sell its own interest at that same price. Because the initiating party does not know which role it will end up in, the mechanism incentivizes fair pricing — naming too low a price risks losing your own stake at that price; naming too high a price means overpaying for the other party's stake.\n",{"question":419,"answer":420},"Are joint venture agreements enforceable without a signed written contract?","In most jurisdictions, oral joint venture agreements can theoretically be enforceable, but proving the terms in court is extremely difficult. For capital-intensive ventures involving real property, the statute of frauds in most US states and equivalent provisions in Canada and the UK require a written agreement. Additionally, lenders financing the venture will require a signed written JV agreement before extending credit. A signed written agreement is not optional in practice.\n",{"question":422,"answer":423},"What governing law should a joint venture agreement use?","Choose the jurisdiction where the venture entity is organized or, if unincorporated, where the primary project is located. Delaware, Ontario, England and Wales, and Singapore are common governing law choices for international ventures because of their well-developed commercial case law and predictable enforcement. Avoid choosing a governing law with no meaningful connection to the transaction — courts in several jurisdictions will apply local law regardless of a forum-selection clause if the transaction has a stronger connection to their territory.\n",{"question":425,"answer":426},"What taxes apply to joint ventures?","Tax treatment depends entirely on the venture's legal form. An unincorporated JV is typically treated as a partnership for tax purposes, with profits flowing through to the parties and taxed at their individual rates. A JV structured as an LLC or LP can elect pass-through treatment in the US and similar regimes in Canada and the UK. A JV structured as a corporation is subject to corporate-level tax. Cross-border JVs also trigger withholding tax considerations on distributions and transfer-pricing rules on inter-party transactions. Consult a tax advisor before finalizing the legal structure.\n",{"question":428,"answer":429},"Can a party exit a joint venture early?","Only if the agreement provides an exit mechanism. Common options include a right of first refusal triggered by a proposed third-party sale, a put option allowing a party to force the other to buy it out at a formula price after a defined lock-up period, or a drag-along right allowing a majority party to sell the entire venture. Without one of these mechanisms, a party wishing to exit must negotiate a buyout with the other party — which typically results in below-market pricing because the seller has no credible outside option.\n",{"question":431,"answer":432},"What is a waterfall distribution and why does it matter?","A waterfall distribution is a sequenced formula that determines the order in which cash proceeds are paid out to parties. A typical JV waterfall first repays third-party debt, then returns each party's contributed capital, then pays a preferred return on that capital (commonly 6–10% per annum), and then splits remaining profits at the agreed ratio. Without a waterfall, a party that contributed more capital may receive the same percentage of profits as a party that contributed far less, which is commercially inequitable and a frequent source of disputes.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Real estate and construction","industry-construction","Capital calls tied to construction draw schedules, preferred equity returns before profit splits, and wind-up provisions addressing unsold units or undeveloped lots.",{"industry":439,"icon_asset_id":440,"specifics":441},"Energy and infrastructure","industry-manufacturing","Project finance structures with non-recourse debt, offtake agreement references, regulatory approval conditions precedent, and long fixed terms aligned to asset lifespan.",{"industry":443,"icon_asset_id":444,"specifics":445},"Technology and SaaS","industry-saas","IP contribution valuation methodology, joint ownership of resulting IP, commercialization rights post-termination, and equity kickers linked to revenue milestones.",{"industry":447,"icon_asset_id":448,"specifics":449},"Financial services and private equity","industry-fintech","Co-investment mechanics, LP-level consent requirements for major decisions, clawback provisions on carried interest distributions, and regulatory change-of-control notifications.",[451,453,456,459],{"vs":225,"vs_template_id":226,"summary":452},"The standard joint venture agreement covers general collaboration terms — scope, IP ownership, confidentiality, and basic profit sharing — and is suited to lower-capital, project-based partnerships. This variant adds capital call procedures, dilution mechanics, debt financing governance, a waterfall distribution, and deadlock resolution. Use the standard template for service or knowledge-sharing JVs; use this variant whenever significant capital is being pooled or third-party debt will be involved.",{"vs":98,"vs_template_id":454,"summary":455},"partnership-agreement-D168","A partnership agreement governs an ongoing, open-ended business partnership between two or more people, typically with shared management and unlimited liability. A joint venture agreement is scoped to a specific project or purpose and may be structured through a liability-limiting entity. JVs are generally preferred over general partnerships for capital-intensive projects because they allow each party's liability to be capped at its committed contribution.",{"vs":114,"vs_template_id":457,"summary":458},"shareholders-agreement-D1072","A shareholders agreement governs the relationship between shareholders in an existing corporation — covering board composition, share transfers, drag-along rights, and dividend policy. A JV agreement governs the formation and operation of a new shared venture, including the contribution mechanics and governance structure before the entity is fully operational. Once a JV is incorporated, the parties often replace the JV agreement with a shareholders agreement for the ongoing entity.",{"vs":129,"vs_template_id":460,"summary":461},"investment-agreement-D13307","An investment agreement documents one party's passive capital investment into another party's existing business — typically in exchange for equity or a convertible instrument — without creating a shared operating entity. A joint venture agreement creates a new shared enterprise where both parties actively contribute and participate in governance. If one party is simply providing capital while the other operates, an investment agreement is more appropriate than a JV agreement.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Two-party domestic JVs with total committed capital under $250,000 and straightforward cash-only contributions","Free","45–90 minutes",{"best_for":468,"cost":469,"time":470},"JVs with non-cash contributions, third-party debt facilities, or parties in different jurisdictions","$800–$2,500","3–7 days",{"best_for":472,"cost":473,"time":474},"Capital-intensive projects above $1M, cross-border ventures, regulated industries, or complex waterfall and dilution structures","$3,000–$15,000+","2–6 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","US joint ventures are commonly structured as Delaware LLCs or LPs for liability limitation and tax flexibility. The Uniform Partnership Act applies to unincorporated JVs in most states, creating default rules on liability and profit sharing that the written agreement should expressly override. California imposes additional securities law requirements when JV interests are sold to passive investors. State usury laws may limit interest rates on loans from one party to another within the JV structure.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Canadian JVs involving real property require written agreements to satisfy provincial statute of frauds requirements. Ontario, BC, and Alberta are common incorporation jurisdictions for JV entities. Quebec civil law governs JVs where assets or operations are located in Quebec, which treats joint ventures under undivided co-ownership rules rather than common-law partnership principles. Competition Act pre-merger notification may apply if the combined assets or revenues of the parties exceed federal thresholds.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","UK joint ventures are typically structured as limited liability partnerships (LLPs) or private limited companies, both of which require Companies House registration. Stamp duty land tax applies to real property contributions. The Competition and Markets Authority (CMA) may require notification for JVs meeting turnover thresholds. Post-Brexit, EU merger regulations no longer apply to UK-only transactions, though cross-border JVs with EU nexus may trigger both UK and EU filings.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","JVs with EU-wide effect may require notification to the European Commission under the EU Merger Regulation if the combined worldwide turnover and EU-specific turnover thresholds are met. Full-function JVs — those performing all the functions of an autonomous economic entity on a lasting basis — are treated as concentrations subject to merger control. GDPR applies to personal data processed by the JV entity. Member state variations in partnership and company law affect the optimal legal form for the venture entity in each country.",[226,497,498,239,229,232,236,243,499,247,500,501],"partnership-agreement-D12551","shareholders-agreement-D1016","non-disclosure-agreement-nda-D12692","llc-operating-agreement-D5209","term-sheet-D473",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":92,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":513},"partnerships-and-joint-ventures","agreement","general","all-stages",[509,505,510,511,512],"partnership","ownership","governance","joint-venture",0.95,"\u003Ch2>What is a Joint Venture Agreement (Variant)?\u003C/h2>\n\u003Cp>A \u003Cstrong>Joint Venture Agreement (Variant)\u003C/strong> is a legally binding contract between two or more parties who are combining capital to form and operate a shared enterprise — whether an unincorporated venture, LLC, or limited partnership — for a defined project or business purpose. Unlike a general collaboration agreement, this variant is structured specifically for capital-intensive arrangements: it governs how each party's initial and ongoing contributions are made, how ownership percentages are calculated and adjusted through dilution, how third-party debt is authorized and repaid, how governance decisions are made and deadlocks resolved, and how each party can eventually exit. This free Word download gives you a professionally structured starting point you can edit online and export as PDF before your deal closes.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written joint venture agreement tailored to capital-intensive structures, the gaps in your arrangement become disputes within the first year. When the venture needs additional funding, there is no agreed capital call process — parties contribute different amounts, ownership becomes contested, and no formula exists to resolve it. When one party wants to exit, there is no transfer mechanism — it either negotiates from weakness or is trapped indefinitely. When a major decision divides the parties equally, there is no deadlock resolution path — the options narrow to costly litigation or a distressed wind-up. This template closes all four gaps before the venture is funded, establishing enforceable rules for every scenario that capital-intensive projects predictably encounter. A one-time legal review investment of $800–$2,500 for any deal above $250,000 is typically the highest-return legal spend you will make on the transaction.\u003C/p>\n",1781186038635]