This Joint Venture Agreement is used when two or more individuals or business entities
combine or collaborate on a particular project or undertaking. It specifies that each
party has an equal interest in the joint venture and sets forth each party's rights and
responsibilities. Details relating to administration and operation, termination and an
dispute resolution are also included in the agreement. This document in its draft form
contains many of the standard provisions commonly found in a joint venture agreement
and may be customized to fit the needs of the contracting parties. This agreement
should be used when individuals or companies collaborate to form a joint venture.
JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT made this _______ day of __________, 20___, between
______________________ (“Venturer A”) and _____________________ (“Venturer B”);
1. RECITALS
1.1 Venturer A and Venturer B (sometimes collectively referred to as the “Joint Venturers”
and singularly as “Joint Venturer”) wish to enter into an exclusive joint venture agreement
(the “Joint Venture”) for the purposes of _________________________; and
1.2 Each of the Joint Venturers shall have an undivided equal share and interest in the Joint
Venture (“Proportionate Share”).
NOW THEREFORE in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agrees as follows:
2. BACKGROUND
2.1 The Joint Venturers hereby form a joint venture for the purpose of carrying out all acts
which are necessary or appropriate directly or indirectly to ___________________, and to
engage in other such activity as may be considered by the Joint Venturers to be necessary or
desirable in connection with the foregoing.
2.2 No partnership is created by this Agreement. Nothing contained in this Agreement shall
or shall be deemed to constitute the Joint Venturers as partners, nor as agents of the other or
any other relationship whereby either could be held liable for any act or omission of the
other. Neither Joint Venturer shall have any authority to act for the other or to incur any
obligation on behalf of the other or of the Joint Venture except as specifically provided by
this Agreement. Each Joint Venturer covenants to indemnify the other against all claims,
losses, costs, charges, fees, expenses, damages, obligations and responsibilities incurred by a
Joint Venturer by reason of any action or omission of the other outside the scope of the
authority specifically provided by this Agreement.
2.3 Except as otherwise provided in this Agreement, each Joint Venturer may independently
engage in any business endeavor, whether or not competitive with the object of the Joint
Venture, without consulting the other Joint Venturer and without in any way being
accountable to the Joint Venture.
2.4 The Joint Venture shall be carried on under the name or names as the Joint Venturers
shall agree. Documentation, signage and advertising projects of the Joint Venture shall
include the term “a joint venture” in describing the ownership of the project.
2.5 The Joint Venturers shall be responsible for the liabilities and obligations of the Joint
Venture in accordance with their respective Proportionate Share, except that any liability or
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obligation incurred by one Joint Venturer without the written consent of the other or as
otherwise provided in this Agreement shall be the sole liability or obligation of the Joint
Venturer incurring the same, without any right to contribution from or indemnity by the other
Joint Venturer.
2.7 If either Joint Venturer, with the consent of the other Joint Venturer, becomes liable,
indebted or a guarantor for moneys borrowed or other obligations incurred by the Joint
Venture, the other Joint Venturer shall indemnify the first Joint Venturer to the extent of the
Proportionate Share of the other Joint Venturer.
3. ADMINISTRATION AND OPERATIONAL SERVICES
3.1 ___________________ shall, on behalf of the Joint Venture, be responsible for all
administrative duties (the “Administration”) for the Joint Venture including all accounting,
sales, marketing, invoicing, collections, payables and banking. Such Administration shall be
carried out and reported to the Joint Venture on a monthly or less frequent basis, as may be
agreed upon by the Joint Venturers.
4. ADMINISTRATION FEES AND PROFITS
4.1 A monthly administration fee (the “Administration Fee”) to compensate _____________
for the Administration of the Joint Venture, will be paid by the Joint Venture. This fee will
be at a rate of _____________ ($______) Dollars per month, commencing on the date that
the Joint Venture becomes established. The first Administration Fee payment shall be made
on the _____ day of the second month following the establishment of the Joint Venture and
thereafter on the _____ day of each and every month. [Appendix B sets out a listing of
general Administration and overhead expenses.]
4.2 After payment of all expenses related to the operation of the Joint Venture, any profits
generated from this Joint Venture will be divided equally between Venturer A and Venturer
B and paid out on ______________ in each year