How To Register A Joint Venture In Florida

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Joint Venture Agreement Template

THIS JOINT VENTURE AGREEMENT (the "Agreement" or this "Joint Venture Agreement"), is made and entered into as of [Document.CreatedDate], by and between [Sender.Company] (hereinafter "shorten name"), a state corporation, with a registered office located at address, and [Client.Company] (hereinafter "shorten name") , a state corporation, with a registered office located at address.
WHEREAS, "[Sender.Company]" is in the business of business description, and
WHEREAS, "[Client.Company]" is in the business of business description, and
WHEREAS, the parties desire to establish between them a joint venture in order to collaborate in joint venture description,
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the parties hereto agree as follows:

1. Formation

The joint venture formed by this Agreement (the "Joint Venture") will conduct its business under the name joint venture name, and will have its registered address at address. The Joint Venture shall be considered a joint venture between the Parties in all respects, and in no event shall this Agreement be construed to create a partnership or any other fiduciary relationship between the Parties.

2. Purpose

The Joint Venture shall be formed for the purpose of Provide a description of the products and/or services that the Joint Venture is concerned with, and the objective/purpose of the Joint Venture.

3. Contributions

The Parties hereto shall each make an initial contribution to the Joint Venture as follows:

1. [Sender.Company]'s Contribution:

Here's where you'll want to state what each Party's initial contributions are. That may include financial, equipment, goods, resources, development and other valuable contributions. Also, specify when the Party needs to provide each of these contributions.

2. [Client.Company]'s Contribution:

A bank account at bank name shall be opened by [Sender.Company] on behalf of the Joint Venture, and the financial contributions of the Parties shall be deposited by the due date set forth above. Should the Joint Venture require additional funding, additional financial contributions shall be made equally by the Parties.

4. Distribution of profits

Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

5. Management

The following individuals in the following positions will comprise the Joint Venture's management (the "Management Team"). The Management Team will be structured such that description of management structure.

Management Team:

Girl

Hannah Bonder

CEO at [Sender.Company]

Girl

Alice Clark

CEO at [Client.Company]

Boy

Timothy Darke

COO at [Sender.Company]

6. Responsibilities of the parties

The Parties will each have the following responsibilities under the Joint Venture:

[Sender.Company]'s Responsibilities: (add a corresponding set of responsibilities)
[Client.Company]'s Responsibilities: (add a corresponding set of responsibilities)

7. Non-exclusivity

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.

8. Term

This Agreement shall commence on the date first written above and remain in full force and effect for an initial period of number years (the "Initial Term"). At the end of the Initial Term, this Agreement will automatically renew in one year increments (each, a "Renewal Term"), unless and until this Agreement is terminated in accordance with Section 8 hereinafter.

9. Termination

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.

10. Confidential information

The Non-Disclosure Agreement entered into by the Parties as of [Document.CreatedDate] (the "NDA") is applicable to the Joint Venture and shall apply in full force and effect to any and all Confidential Information (as defined in the NDA) exchanged or otherwise accessed by a Party under this Agreement.

11. Further actions

The Parties shall execute any documents and take all appropriate actions as may be necessary to give effect to the Joint Venture.

12. Assignment

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.

13. Governing law

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.

14. Counterparts

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.

15. Severability

The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

16. Notices

All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above.

17. Headings

Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

18. Entire agreement

This Agreement contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof. This Agreement may not be modified in any manner except by written amendment executed by each Party hereto.

In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed and delivered as of the date first written above.

[Sender.Company]

Signature

MM / DD / YYYY

[Sender.FirstName] [Sender.LastName]
[Sender.Title]

[Client.Company]

Signature

MM / DD / YYYY

[Client.FirstName] [Client.LastName]
[Client.Title]

Frequently Asked Questions (FAQ)

Unsure if you need a joint venture agreement? Here are some of the most common questions we get asked:

What is a joint venture agreement?

A joint venture agreement is a contract between two parties (usually companies) to pool resources in an undertaking or venture that usually outlines a specific goal or timeframe. Companies often partner to start projects that are in their mutual interest. A joint venture agreement is used to ensure that all parties are protected if something goes wrong or if one party goes back on their initial commitments.

Is a joint venture a distinct legal entity?

A joint venture itself is not a distinct legal entity and is not recognized as such by regulatory bodies. Joint ventures are undertaken by private or corporate legal entities.

What should be included in a joint venture agreement?

A joint venture agreement should include the names of the signees, the terms and purpose of the arrangement, and any supplementary information regarding the project which will be undertaken. A joint venture agreement might also include clauses related to the disclosure of sensitive information, termination, and the duration of the venture.

When should I sign a joint venture agreement?

Sign a joint venture agreement if you intend to pool resources with another business to pursue a combined aim, especially if any sensitive information or profit-sharing arrangement is involved.

Should I use a joint venture template?

Use a joint venture template written by a legal professional to ensure all necessary information is included and you're fully protected in the unfortunate case that something goes wrong.

What happens if a joint venture agreement is broken?

A joint venture agreement is legally binding in most jurisdictions and can be used in court to seek damages if either party reneges on the terms of the contract.

Can the terms of a joint venture agreement be changed?

Most of the time, the only way to change a joint venture agreement is if both parties agree to new terms. Clauses which cover early termination may be included.

Is a joint venture agreement the same as a partnership agreement?

A partnership usually refers to a single legal entity which is owned by two or more individuals, whereas a joint venture agreement covers a short-term project between multiple parties. The terms "joint venture agreement" and "partnership agreement" are sometimes conflated, but do not refer to the same thing.