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Joint Venture Agreement template
Joint Venture Agreement sample


What is Joint Venture Agreement?

Joint Venture Agreement Governs partnerships between entities for specific projects, outlining contributions, responsibilities, and profit-sharing.



Sample template:



JOINT VENTURE AGREEMENT

BETWEEN HOMENICK INC AND GLOBALGADGETS RETAIL FOR TRANSTECH PROJECT


1. PARTIES AND DEFINITIONS

1.1. "Party(ies)" means Homenick Inc, a company incorporated in the United States ("Homenick"), and GlobalGadgets Retail, also a company incorporated in the United States ("GlobalGadgets"), and collectively referred to as the "Parties".


1.2. "Joint Venture" refers to the legal and collaborative relationship established by the Parties for the Transtech Project to be undertaken pursuant to this Agreement.



2. PURPOSE AND OBJECTIVES

2.1. The Parties have expressed their mutual interest in working together on the Transtech Project ("Project") and now intend to formalize their relationship by entering this Joint Venture Agreement ("Agreement").


2.2. The objective of this Joint Venture is to collaborate on the development and commercialization of the Project in the United States market, sharing resources, expertise, and risks for mutual benefit.



3. ROLES AND RESPONSIBILITIES OF THE PARTIES

3.1. Homenick's Roles and Responsibilities:


(a) Coordinate, supervise, and monitor the Project's day-to-day activities.


(b) Manage human resources, including recruitment and training of the Project's staff.


(c) Provide access to Homenick's technology, know-how, and intellectual property as required for the Project.


(d) Carry out marketing and promotional activities for the Project in the United States.


3.2. GlobalGadgets' Roles and Responsibilities:


(a) Provide consultancy services on specific areas of technology and business strategy for the Project.


(b) Assist Homenick in formulating the Project's budget, costs, and revenue projections.


(c) Contribute in the design, development, and deployment of the Project infrastructure.


(d) Assist in securing necessary licenses, permits, and authorizations for the Project's execution and operation.



4. CONTRIBUTIONS

4.1. Financial Contributions:


(a) Homenick and GlobalGadgets shall each contribute 50% of the total capital required for the Project, as agreed upon between the Parties in writing.


(b) Each Party shall deposit its share of the capital in a jointly-operated bank account designated for the Project, as provided in the written payment schedule.


4.2. In-kind Contributions:


(a) Each Party shall contribute its technology, know-how, intellectual property, and other resources as required for the Project's development and execution.



5. PROFIT-SHARING

5.1. Net Profits from the Project shall be shared between the Parties in proportion to their respective financial contributions as follows:


(a) Homenick shall be entitled to 50% of the Net Profits;


(b) GlobalGadgets shall be entitled to 50% of the Net Profits;


(c) "Net Profits" for the purpose of this Agreement shall mean the gross income from the Project less all Project-related operating expenses incurred by the Joint Venture.



6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by mutual written agreement of the Parties or upon occurrence of any of the following events:


(a) Completion of the Project;


(b) Insolvency or bankruptcy of either Party;


(c) Material breach of this Agreement by either Party not remedied within 30 days of written notice to the breaching Party specifying the breach(es);


(d) By either Party upon providing 60 days written notice to the other Party without cause.



7. DISPUTE RESOLUTION

7.1. In case of any disputes arising from or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute amicably through good faith negotiation and consultation.


7.2. If the Parties are unable to resolve the dispute amicably within 30 days of commencement of negotiations, either Party may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English by a single arbitrator appointed in accordance with the AAA Rules, and the arbitration proceedings shall take place in the United States. The award of the arbitrator shall be final, conclusive, and binding upon the Parties, and any judgment on the arbitral award may be entered in any court having jurisdiction thereof.



8. CONFIDENTIALITY

8.1. Each Party shall maintain the confidentiality of all information, documentation, and materials received, developed, or learned by or in the course of the Joint Venture, and shall not disclose such information to any third party without the prior written consent of the other Party.



9. GOVERNING LAW AND COMPLIANCE

9.1. This Agreement shall be governed, construed, and enforced in accordance with the laws of the United States of America.


9.2. Each Party shall comply with all applicable laws and regulations pertaining to the performance of their obligations under this Agreement, including without limitation, anti-bribery and anti-corruption laws and any export control laws and regulations.



10. NOTICES

10.1. Any notices under this Agreement shall be in writing and shall be delivered personally, sent by registered mail, or via email to the respective addresses of the Parties set forth at the commencement of this Agreement or such other address as may be notified by a Party in writing from time to time.



11. ENTIRE AGREEMENT

11.1. This Agreement constitutes the entire understanding and agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, or agreements, whether written or oral, concerning the subject matter.



12. AMENDMENTS AND WAIVERS

12.1. Any amendment, modification, or waiver of any provision of this Agreement must be in writing and signed by both Parties hereto.



13. COUNTERPARTS

13.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



14. SEVERABILITY

14.1. If any provision of this Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions hereof shall not be affected or impaired, and shall continue in full force and effect.



IN WITNESS WHEREOF, the Parties hereto have executed this Joint Venture Agreement as of the date first above written.



______________________________


Homenick Inc.


By: __________________________


Name: ________________________


Title: _______________________



______________________________


GlobalGadgets Retail


By: __________________________


Name: ________________________


Title: _______________________

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Common Sections of a Joint Venture Agreement


In this Joint Venture Agreement, you will see the following sections:

  1. Parties and Definitions
  2. Purpose and Objectives
  3. Roles and Responsibilities of the Parties
  4. Contributions
  5. Profit-Sharing
  6. Term and Termination
  7. Dispute Resolution
  8. Confidentiality
  9. Governing Law and Compliance
  10. Notices
  11. Entire Agreement
  12. Amendments and Waivers
  13. Counterparts
  14. Severability


Analysis/Summary of each section

  1. Parties and Definitions : This section introduces the two companies involved in the joint venture, Homenick Inc and GlobalGadgets Retail, and defines key terms like "Joint Venture" and "Parties" used throughout the agreement.

  2. Purpose and Objectives : This section explains the reason for the joint venture, which is to collaborate on the development and commercialization of the Transtech Project in the United States market. It also highlights the mutual benefits the parties expect to gain from the collaboration.

  3. Roles and Responsibilities of the Parties : This section outlines the specific roles and responsibilities of each party in the joint venture. Homenick will manage the project's day-to-day activities, human resources, and marketing, while GlobalGadgets will provide consultancy services, assist in budgeting, and contribute to the project's infrastructure.

  4. Contributions : This section details the financial and in-kind contributions each party will make to the joint venture. Both parties will contribute 50% of the total capital required for the project and provide their technology, know-how, and other resources as needed.

  5. Profit-Sharing : This section explains how the net profits from the project will be shared between the parties. Both Homenick and GlobalGadgets will receive 50% of the net profits, which are defined as the gross income from the project minus all project-related operating expenses.

  6. Term and Termination : This section specifies the duration of the agreement and the conditions under which it can be terminated, such as completion of the project, insolvency, material breach, or by either party providing 60 days written notice without cause.

  7. Dispute Resolution : This section outlines the process for resolving disputes between the parties. They will first attempt to resolve disputes amicably through negotiation. If unsuccessful, either party may submit the dispute to binding arbitration under the rules of the American Arbitration Association.

  8. Confidentiality : This section requires both parties to maintain the confidentiality of all information, documentation, and materials related to the joint venture and not disclose such information to third parties without the other party's consent.

  9. Governing Law and Compliance : This section states that the agreement will be governed by the laws of the United States and that both parties must comply with all applicable laws and regulations, including anti-bribery, anti-corruption, and export control laws.

  10. Notices : This section explains how notices under the agreement should be delivered, either personally, by registered mail, or via email to the respective addresses of the parties.

  11. Entire Agreement : This section clarifies that the agreement represents the entire understanding between the parties and supersedes any prior negotiations, representations, or agreements related to the subject matter.

  12. Amendments and Waivers : This section states that any changes or waivers to the agreement must be in writing and signed by both parties.

  13. Counterparts : This section allows the agreement to be executed in multiple counterparts, each of which is considered an original but together constitute one agreement.

  14. Severability : This section ensures that if any part of the agreement is deemed invalid or unenforceable, the remaining provisions will still be in effect and enforceable.

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