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Joint Venture Formation Agreement template
Joint Venture Formation Agreement sample


What is Joint Venture Formation Agreement?

Joint Venture Formation Agreement An agreement for forming a joint venture, specifying joint venture terms, contributions, responsibilities, and profit-sharing.



Sample template:



Joint Venture Formation Agreement


This Joint Venture Formation Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Date], by and between ApexTech Group, having its principal place of business at [ApexTech Address], (hereinafter referred to as "ApexTech") and InnovateMarketing Solutions, having its principal place of business at [InnovateMarketing Address], (hereinafter referred to as "InnovateMarketing").

1. Formation and Purpose

1.1. Formation of Joint Venture


The Parties hereby agree to form a joint venture (the "Joint Venture") in accordance with the terms and conditions of this Agreement and the applicable laws of the United States.



1.2. Purpose of the Joint Venture


ApexTech and InnovateMarketing (collectively, the "Parties") enter into this Agreement for the purpose of jointly developing and marketing tech products as part of their respective businesses (the "Purpose").



2. Contributions and Capital

2.1. Initial Contributions


Each Party agrees to make the following initial contributions to the Joint Venture:


a) ApexTech shall contribute technology, intellectual property rights, and expertise in the development of tech products;


b) InnovateMarketing shall contribute marketing expertise, marketing channels, and client relationships.



2.2. Additional Contributions


Any additional contributions required for the operation and management of the Joint Venture shall be determined and agreed upon in writing by the Parties.



3. Ownership and Profit-Sharing

3.1. Ownership Structure


ApexTech and InnovateMarketing shall each hold a 50% interest in the Joint Venture.



3.2. Profit-Sharing


All profits, losses, and expenses of the Joint Venture shall be shared equally by the Parties in accordance with their respective ownership interests.



4. Management and Control

4.1. Management Structure


The Joint Venture shall be managed by a joint management committee (the "Committee") composed of an equal number of representatives from each Party.



4.2. Decision-Making


Decisions of the Committee shall be made by a simple majority of the representatives present at a meeting, provided that at least one representative from each Party is present.



5. Responsibilities

5.1. ApexTech Responsibilities


ApexTech shall be responsible for the development, maintenance, and technical support of the tech products under the Joint Venture.



5.2. InnovateMarketing Responsibilities


InnovateMarketing shall be responsible for marketing, promotion, and sales of the tech products developed under the Joint Venture.



6. Intellectual Property

6.1. Ownership of Intellectual Property


All intellectual property rights related to the tech products developed by the Joint Venture shall be jointly owned by the Parties, subject to the terms and conditions of this Agreement.



6.2. Licensing


Each Party grants the other Party a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and sublicense any intellectual property contributed by such Party to the Joint Venture, solely for the Purpose.



7. Confidentiality

Each Party agrees to maintain the confidentiality of all confidential information of the other Party that is disclosed during the term of this Agreement, and to use such confidential information only for the Purpose of the Joint Venture.



8. Term and Termination

8.1. Term of Agreement


This Agreement shall become effective on the date first above written and shall continue for an initial term of [Number] years, unless earlier terminated in accordance with this Article 8.



8.2. Termination for Cause


Either Party may terminate this Agreement upon written notice to the other Party if the other Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.



8.3. Termination upon Mutual Consent


This Agreement may be terminated at any time by mutual written consent of both Parties.



9. Governing Law and Dispute Resolution

9.1. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of the United States.



9.2. Dispute Resolution


Any disputes arising out of this Agreement shall be resolved by final and binding arbitration under the rules of the American Arbitration Association, with the arbitration taking place in [Arbitration Location].



10. Miscellaneous

10.1. Notices


All notices under this Agreement shall be in writing and shall be deemed delivered when actually received by the intended recipient or when sent by email, provided that a confirming copy is contemporaneously sent by registered mail, return receipt requested.



10.2. Entire Agreement


This Agreement, including any Exhibits attached hereto, represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral.



10.3. Amendments


This Agreement may be amended only by a written instrument executed by the Parties.



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

ApexTech Group: InnovateMarketing Solutions:

______________________________ ______________________________
[Authorized Signatory] [Authorized Signatory]
[Printed Name and Title] [Printed Name and Title]

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Main Sections of a Joint Venture Formation Agreement


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

  1. Formation and Purpose
  2. Contributions and Capital
  3. Ownership and Profit-Sharing
  4. Management and Control
  5. Responsibilities
  6. Intellectual Property
  7. Confidentiality
  8. Term and Termination
  9. Governing Law and Dispute Resolution
  10. Miscellaneous


About each Section - Analysis and Summary:

  1. Formation and Purpose : This section establishes the creation of the joint venture between ApexTech and InnovateMarketing. It also outlines the purpose of the joint venture, which is to develop and market tech products together.

  2. Contributions and Capital : This section details the initial contributions each party will make to the joint venture. ApexTech will contribute technology, intellectual property rights, and expertise, while InnovateMarketing will contribute marketing expertise, channels, and client relationships. Any additional contributions will be agreed upon in writing by both parties.

  3. Ownership and Profit-Sharing : Both ApexTech and InnovateMarketing will have a 50% ownership interest in the joint venture. Profits, losses, and expenses will be shared equally between the parties according to their ownership interests.

  4. Management and Control : The joint venture will be managed by a joint management committee, with equal representation from both parties. Decisions will be made by a simple majority, as long as at least one representative from each party is present.

  5. Responsibilities : This section outlines the responsibilities of each party. ApexTech will handle the development, maintenance, and technical support of the tech products, while InnovateMarketing will be responsible for marketing, promotion, and sales.

  6. Intellectual Property : Intellectual property rights related to the tech products developed by the joint venture will be jointly owned by both parties. Each party grants the other a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and sublicense any intellectual property contributed to the joint venture, solely for the purpose of the joint venture.

  7. Confidentiality : Both parties agree to maintain the confidentiality of the other party's confidential information and to use it only for the purpose of the joint venture.

  8. Term and Termination : The agreement will be effective from the date it is signed and will continue for an initial term of a specified number of years, unless terminated earlier. Termination can occur for cause (material breach), or by mutual consent of both parties.

  9. Governing Law and Dispute Resolution : The agreement is governed by the laws of the United States. Any disputes will be resolved through binding arbitration under the rules of the American Arbitration Association, with the arbitration taking place in a specified location.

  10. Miscellaneous : This section covers various miscellaneous provisions, such as notice requirements, the entire agreement clause, and amendment procedures.

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