JOINT VENTURE AGREEMENT, A STARTING TEMPLATE
Growing Partners (growingpartners.org)

This is general information, not legal advice. It shows what a complete joint venture
agreement covers and in what order, built from the structure of the uniform partnership
acts, since most states treat an unincorporated joint venture as a partnership formed
for one project. Every bracket needs a decision, and a lawyer licensed in each party's
state should read the finished document before anyone signs it, particularly the
exclusivity, IP and liability sections, which vary company to company far more than a
general partnership's would.

JOINT VENTURE AGREEMENT

This Joint Venture Agreement ("Agreement") is entered into as of [DATE], by and between
[PARTY A NAME], a [STATE] [entity type], and [PARTY B NAME], a [STATE] [entity type]
(each a "Party" and together the "Parties").

RECITALS
The Parties wish to combine their resources to pursue [DESCRIBE THE PROJECT OR
OPPORTUNITY] (the "Project") on the terms of this Agreement.

1. DEFINITIONS
"Background IP" means intellectual property owned or controlled by a Party before this
Agreement, or developed outside its scope, which that Party contributes to or uses in
the Project. "Foreground IP" means intellectual property created in the course of the
Project. "JV Assets" means the Foreground IP and any other property acquired for the
Project. "Management Committee" has the meaning given in Section 5.

2. PURPOSE AND SCOPE
The sole purpose of this joint venture is [DESCRIBE THE PROJECT'S SCOPE SPECIFICALLY,
AND WHAT IS EXPRESSLY OUT OF SCOPE]. Nothing in this Agreement authorizes either Party
to act for the other, or creates a joint venture or partnership for any purpose beyond
the Project, except as this Agreement may itself be treated as a partnership under
applicable law.

3. TERM
This Agreement begins on [DATE] and continues until [THE PROJECT'S COMPLETION / A
FIXED END DATE OF [DATE]], unless ended earlier under Section 13.

4. CONTRIBUTIONS
[PARTY A NAME] contributes: [CASH, PROPERTY, BACKGROUND IP, OR SERVICES, WITH AN
AGREED VALUE FOR ANYTHING OTHER THAN CASH].
[PARTY B NAME] contributes: [CASH, PROPERTY, BACKGROUND IP, OR SERVICES, WITH AN
AGREED VALUE FOR ANYTHING OTHER THAN CASH].
Neither Party is required to contribute more than stated above except by written
agreement of both Parties.

5. MANAGEMENT COMMITTEE AND DECISION-MAKING
A Management Committee of [NUMBER] representatives from each Party oversees the
Project. [NUMBER] matters require only a majority of the Committee; the following
require the consent of every representative appointed by each Party: (a) a change to
the Project's scope or budget beyond $[AMOUNT]; (b) admitting a new party to the
venture; (c) a license or sale of JV Assets outside the ordinary conduct of the
Project; (d) an amendment to this Agreement.

6. DEADLOCK
If the Management Committee cannot reach a decision required under Section 5 within
[NUMBER] days, [DEADLOCK MECHANISM, E.G.: the matter is referred to each Party's chief
executive for resolution within [NUMBER] further days, failing which either Party may
invoke the dispute resolution procedure in Section 15, or either Party may trigger the
buyout in Section 13.2].

7. PROFIT AND COST SHARING
Costs of the Project are shared [PERCENTAGE]% by [PARTY A NAME] and [PERCENTAGE]% by
[PARTY B NAME]. Revenue and profit from the Project are shared in the same proportion,
[OR: in the following different proportion: [DESCRIBE AND EXPLAIN WHY, E.G. A
PREFERRED RETURN TO THE PARTY THAT FUNDED THE PROJECT BEFORE AN EQUAL SPLIT OF WHAT
REMAINS]].

8. EXCLUSIVITY
[OPTIONAL: During the term, neither Party shall [PURSUE A COMPETING PROJECT IN
[DEFINED FIELD] / SOLICIT THE OTHER PARTY'S CUSTOMERS FOR A COMPETING PROJECT]. This
restriction does not apply to [CARVE-OUTS, E.G. EACH PARTY'S EXISTING BUSINESS
OUTSIDE THE PROJECT'S SCOPE].]

9. INTELLECTUAL PROPERTY
Each Party retains ownership of its own Background IP. A Party that uses the other's
Background IP in the Project receives a license to do so, limited to the Project, for
its term, [AND NO LONGER, UNLESS THE PARTIES AGREE OTHERWISE IN WRITING]. Foreground
IP is owned [JOINTLY BY THE PARTIES IN PROPORTION TO SECTION 7 / BY [PARTY NAME],
WITH A LICENSE TO THE OTHER PARTY FOR [PURPOSE]], and the Parties shall cooperate to
file and protect it as [JOINT OWNERS / THE OWNING PARTY] considers appropriate.

10. CONFIDENTIALITY
Each Party shall keep the other's confidential information, and the Project's own
non-public information, confidential during the term and for [NUMBER] years after,
using it only for the Project.

11. LIABILITY AND INDEMNIFICATION
[STATE WHETHER THE PARTIES INTEND THIS TO CREATE JOINT AND SEVERAL LIABILITY TO THIRD
PARTIES, AS A PARTNERSHIP WOULD BY DEFAULT, OR WHETHER EACH PARTY'S LIABILITY IS
LIMITED TO ITS OWN ACTS AND, IF SO, HOW THAT IS ACCOMPLISHED (A SEPARATE JV ENTITY,
FOR EXAMPLE, RATHER THAN A PURELY CONTRACTUAL ARRANGEMENT). CONFIRM WITH COUNSEL
WHETHER A CONTRACTUAL DISCLAIMER OF PARTNERSHIP STATUS WILL BE RESPECTED BY A COURT
APPLYING THE STATE'S PARTNERSHIP LAW TO THE PARTIES' ACTUAL CONDUCT.] Each Party
shall indemnify the other against a claim arising from that Party's breach of this
Agreement, gross negligence, or willful misconduct.

12. INSURANCE
Each Party shall maintain [TYPES AND AMOUNTS OF INSURANCE] for the duration of the
Project and name the other Party as an additional insured where the Project's risk
warrants it.

13. TERMINATION AND EXIT
13.1 The Agreement ends on completion of the Project, its stated end date, or earlier
by: (a) the unanimous written agreement of the Parties; (b) a material and uncured
breach by one Party, after [NUMBER] days' written notice and an opportunity to cure;
or (c) the deadlock mechanism in Section 6, if it leads to termination.
13.2 Buyout on early termination. A Party that wishes to exit before the Project ends,
or that triggers the deadlock buyout, shall offer its interest in the JV Assets to the
other Party at a price determined by [FORMULA OR APPRAISAL PROCESS], which the other
Party may accept within [NUMBER] days or decline, in which case [THE PROJECT WINDS UP
AND JV ASSETS ARE DIVIDED OR SOLD UNDER SECTION 14].

14. DISPOSITION OF JV ASSETS ON TERMINATION
On termination without a buyout under Section 13.2, JV Assets are [SOLD AND THE
PROCEEDS DIVIDED UNDER SECTION 7 / DIVIDED IN KIND WHERE PRACTICAL / LICENSED BACK TO
EACH PARTY FOR ITS OWN CONTINUED USE], and each Party's Background IP, and any license
granted to the other Party to use it, terminates as of the termination date unless the
Parties agree otherwise in writing.

15. DISPUTE RESOLUTION
Before filing suit, the Parties shall attempt to resolve a dispute by [NUMBER] days of
good-faith negotiation between senior executives, followed by mediation under the
rules of [PROVIDER]. [OPTIONAL: A dispute not resolved by mediation within [NUMBER]
days shall be settled by binding arbitration under the rules of [PROVIDER].]

16. GOVERNING LAW; NOT A GENERAL PARTNERSHIP FOR OTHER PURPOSES
This Agreement is governed by the laws of the State of [STATE]. The Parties intend
this Agreement to create a joint venture limited to the Project and not a general
partnership for any other business of either Party, though the Parties acknowledge
that a court or a tax authority may treat the Project itself as a partnership under
applicable law regardless of this statement.

17. ENTIRE AGREEMENT
This Agreement is the entire agreement of the Parties concerning the Project and
supersedes every prior agreement or understanding, written or oral, on the same
subject.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first
written above.

___________________________          ___________________________
[PARTY A NAME], by its authorized     [PARTY B NAME], by its authorized
representative                        representative
Date: ______________                  Date: ______________