Joint Venture Agreement Details
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Governing Law

Governing State:
Type of Joint Venture

Form of Joint Venture:

A joint venture in the form of a general partnership may be required where the parties to an agreement carry on a business in common with a view to profit and where profits and losses are shared. In this case the individual Members will have unlimited liability for the debts and liabilities of the Partnership and the actions taken by other Members on behalf of the Partnership. Generally, income from a partnership is passed on to the partners. The partners must include this income in their federal adjusted gross income (for individuals) or taxable income (for other taxpayers) however a partnership may still be required to file a tax return.

A contractual joint venture is tax transparent where there is no pooling of profits or losses and no formal registration requirements. Further, there may be limited liability provided the joint venture is not deemed a partnership. Where the relationship amounts to a partnership, two or more persons carrying on a business in common with a view to profit, then general partnership rules would apply to each member.

Venture Information

Venture Name:
(e.g. XYZ Venture)
Venture Purpose:

(e.g. Construction and operation of a Super 8 motel in Austin, TX)
Venture Address:

(e.g. Street, City, State and Zipcode)
What is the expected life of the Venture?
The Joint Venture will remain in full force as a functioning business entity for this period of time. (Eg. 1 year, 18 months, 5 years, etc.)
Member Information

Number of Members:

Capital Contribution

Member
Contribution Description
Agreed Value

Enter a description and agreed capital value for the Capital Contribution for each Member. Some Members may be providing cash while other Members may be providing property with an agreed cash value.


What is the schedule and details of payment for the Capital Contribution of each Member?
Member
Schedule

Enter the payment schedule for each Member's Capital Contribution particularly the contribution deadlines.


Member
Schedule
West Coast Investments Inc.
Standard Refining and Development Inc.
What are the specific duties of each Member?
Member
Duties

Enter the duties specific to each Member. Some Members may be providing research and management skills while other Members may be providing only equipment.

Financial

Currency:
All monetary amounts will be in the designated currency. Select the currency type: USD (US Dollars), CAD (Canadian Dollars) etc.
Fiscal Year End:
Accounting Method:
Cash Basis
A method of recording earnings and expenses only upon receipt or payment without regard to when they occurred or were incurred.

Accrual Basis
A method of recording earnings and expenses as they occur or are incurred without regard to the actual date of collection or payment.
Management

Venture Management:
Indicate if the day-to-day management of the company will be performed by a Management Committee or through a Board of Directors.

When will meetings be held?

(Eg. monthly, quarterly, only as required, etc.)
Who can call a special meeting?
Terms

Start Date:
What percent of Membership vote is required to amend this Agreement?
(e.g. 51, 75, 91, 100, etc.)
What percent of Membership vote is required to dissolve the Venture?
(e.g. 25, 50, 100, etc.)
What percent of Management vote is required to appoint an accounting firm?
(e.g.25, 50, 100, etc.)
How will Venture assets be distributed on Dissolution or Dissociation?
Are Members allowed to participate in activities in competition with the Venture?
For what time period is a Member prohibited from competing after withdrawal from the Venture?

(e.g. 2 years, 18 months, etc.)
Members must keep business and financial information of the Venture confidential?
For what time period is a Member prohibited from releasing confidential information after the dissolution of the Venture?

(e.g. 1 year, 18 months, etc.)
Can a Member's interest be assigned to another party?
Mediation/Arbitration

Unresolved disputes go to mediation before arbitration?
If no mediation then disputes go directly to arbitration.
Additional Clauses Click here for tips on drafting your additional clauses.

Additional Clauses:
Signing Details

Are witnesses required to witness the signing of the Agreement?
Execution Date: