Rating: 4. Start by clicking on "Fill out the template". Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it. A Joint Venture Agreement is a contract between two or more individuals or businesses who would like to undertake a new discrete project, start a new service, or do some other type of specific work together in order to make a profit.
A Joint Venture Agreement is more limited than a Partnership Agreement , in that the parties are only working together for one specific activity. In a Joint Venture Agreement, the parties come together to define the scope of the joint venture and their respective obligations so that everyone is on the same page before the new project, service, or other venture can begin.
If any Party shall advance funds to the Company in excess of the amounts required hereunder to be contributed by such Party to the c apital of the Company, such advances shall not increase the capital of such Party. The amounts of any such advances shall be a debt of the Company to such Party and shall be payable or collectable only out of Company assets in accordance with the terms and conditions upon which such advances are made.
No Party shall have priority over any other Party, either as to the return of its capital contribution or as to income, losses, interest, returns, or distributions. The Company shall not enter into any transaction, other than the Asset Purchase Agreement, with any Party or any affiliate of any Party except on arms length terms.
Article 4 — Governance of JVC. Subject to the delegation of rights and powers provided herein, the Board shall have the sole right to manage the business of th e Company and shall have all powers and rights necessary, appropriate or advisable to effectuate and carry out the purposes and business of the Company. No Party, by reason of its status as such, shall have any authority to act for or bind the Company or o therwise take part in the management of the Company, but shall have only the right to vote on or approve the matters specifically provided herein or in the Company Code or hereafter specified by the Board to be voted on or approved or determined by the P arties.
Each Party shall have the right to designate such number of Directors rounded up or down to the nearest whole number as is in proportion to its respective Percentage Interest; provided that ea. Each Party shall provide notice of its initial designations of Directors in writing to the other on or prior to the Closing Date. Directors shall hold office at the pleasure of the Party that designated them.
Any Part y may at any time, by written notice to the other Party and the Company, remove with or without cause any Director designated by such Party. Subject to applicable law and to the provisions of this article, a Director may not be removed except by written request of the Party that designated the Director.
In the event a vacancy occurs on the Board for any reason, the vacancy will be filled by the written designation of the Party that designated the Director creating the vacancy. The presence in perso n of a majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
Each Party shall use its reasonable efforts to ensure that a quorum is present at any duly convened meeting of the Board. If at any meet ing of the Board a quorum is not present, a majority of the Directors present may, without further notice, adjourn the meeting from time to time until a quorum is obtained.
Each Director shall be entitled to cast one vote on each matter considered by the B oard. Except as otherwise expressly provided by this Agreement, the decision of a majority of the Directors present at any meeting at which a quorum is present shall constitute an act of the Board. If a deadlock arises, the Chairman will include the proposed resolution with respect to which such deadlock has arisen on the agenda of the next meeting of t he Board. If a deadlock also arises with respect to the matter covered by any such proposed resolution at such next meeting, the matter shall be brought to the attention of a senior executive of each shareholder who shall attempt jointly to agree on the ma tter within 1 month.
Any such agreement will be binding on JVC. The following matters shall require, in addition to any other vote required by the applicable law or as otherwise provided for herein, the affirmative vote of a majority of the Board in a ttendance, which majority must include Director s designated by Party Any Director, when making any determination in such capacity, including voting or acting by consent with respect to any matter, shall be entitled to act at his or her discretion, considering only such interests and factors as such Director desires, and such Director shall have no duty or obligation to give any consideration to any interest of, or other factors affecting, an y Party.
Any meeting of the Board may be held by conference telephone or similar communication equipment so long as all Directors participating in the meeting can hear one another. All Directors participating by telephone or similar communication equi pment shall be deemed to be present in person at the meeting. Any action to be taken by the Directors at a meeting of the Board may be taken without such meeting by the written consent of all of the Directors then in office.
Any such written consent may b e executed and given by telecopy or similar electronic means and shall be filed with the minutes of the proceedings of the Board. If any action is so taken by the Board by the written consent of all of the Directors, prior notice of the taking of such acti on shall be furnished to each Director, which notice shall include a copy of the proposed consent, as well as any other information provided by the Company to any Director with such consent provided that the effectiveness of such action shall not be impai red by any delay or failure to furnish such notice.
The Board, by resolution, may adopt further procedures relating to the conduct of business by any of the committees established by it.
The Company sh all have such officers as shall be appointed by the Board, each having such powers and duties as shall be provided by resolution of the Board. In addition, the Board may appoint, employ or otherwise cause the Company to contract with such other Persons for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine at its discretion from time to time.
The Board may delegate to any officer of the Company or to any such other Person such authority to act on behalf of the Company as the Board may from time to time determine appropriate in its discretion.
The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Board. The D irectors shall not be responsible for any misconduct or negligence on the part of any officer, agent or other person to whom authority is delegated, provided that such Person was appointed by the Directors with reasonable care.
The Management Team will be structured such that description of management structure. No exclusivity is formed by virtue of this Joint Venture Agreement and neither Party shall be obligated to make offers to the other related to any business.
Either Party shall have the right to terminate this Agreement, effective as of the end of the Initial Term or any Renewal Term, by providing the other with written notice of termination at least thirty 30 days prior to the end of such Initial Term or Renewal Term.
Neither Party shall have the right to terminate this Agreement at any other time, unless such termination is mutually agreed to by the Parties hereto. The Joint Venture shall terminate upon termination of this Agreement. The Parties shall execute any documents and take all appropriate actions as may be necessary to give effect to the Joint Venture.
Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement.
Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.
This Agreement shall be governed by and construed in accordance with the laws of the State of state, without regard to conflicts of law principles. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument.
Without a joint venture agreement, the law may assume your collaboration is actually a legally recognized partnership and apply the default state laws for tax and liability purposes. What is a Joint Venture Agreement? A joint venture agreement will identify the following fundamental elements: Parties or Co-Venturers: the two entities that have agreed to work together. Contributions: how much money, property, or time each of the co-venturers will invest.
Management: the person responsible for the day-to-day operations of the venture. Purpose: scope of JV activities and reason to join resources and collaborate. Profits: how profits will be distributed, either based on contributions or another formula. Term: whether the venture is for a limited time or indefinite period. Here are some other useful details a joint venture agreement might include: Assignment: neither party may assign the venture Confidentiality: both parties agree to keep all proprietary information confidential Exclusivity: neither party is required to do business only with the other co-venturer Termination: the venture will end when a goal is accomplished or by a certain time As a reference, people often refer to this document by other names: Consortium Agreement Cooperative Agreement Co-Venture Agreement Joint Undertaking JV Agreement Strategic Alliance Joint ventures have a limited life and purpose, requiring less commitment than a more permanent type of partnership that imposes more responsibilities and obligations on each partner.
Duties of Parties. The Joint Venture shall not be construed to create a partnership or any other fiduciary obligations between the parties.
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