Construction Joint Venture Agreement Template
This agreement is made as of agreement date between [Sender.FirstName][Sender.LastName] and [Client.FirstName][Client.LastName], collectively known as joint venture name. Both parties agree to mutually engage, undertake, and execute construction projects, and agree that any profits or liabilities related to such projects are subject to this joint venture agreement.
Both parties hereby represent themselves as joint venturers for the purposes of undertaking and executing construction projects.
Joint Venture Name
Both parties agree to be jointly known as joint venture name, and agree to obtain appropriate licensing in the name of joint venture name prior to undertaking or executing construction projects.
Joint & Several Obligations
The obligations under the Construction Contract shall be joint and several.
Agreement Duration & Termination
This agreement shall remain valid unless otherwise cancelled in writing with signature by both parties.
Joint Venturers’ Interests
Both parties agree to maintain equal interests in joint venture name, including claims to property, equipment, profits, and liabilities related to the joint venture.
Both parties agree to indemnify one another against any loss or liability not directly related to joint venture name.
Both parties agree to equal maintain equal contribution of working capital as required for the undertaking and execution of construction projects by joint venture name.Capital contributions may not be withdrawn from joint venture name accounts without prior written consent by both parties.
Neither party shall borrow money or enter into credit agreements on behalf of the other party. In the event that joint venture name requires additional capital for business purposes, both parties shall contribute equally, or approve outside financing in writing.In the event that one party contributes capital in excess of the other’s contributions, the excess capital shall be considered a loan, and shall not affect the equal ownership and interest in the joint venture by both parties.
Both parties acknowledge that business may be conducted by authorized representatives from time to time. As such, each party hereby appoints the following as authorized representatives, with full authority to act on behalf of joint venture name and their respective Joint Venturers.
[Sender.FirstName][Sender.LastName] Authorized Representative: Sender Representative Name
[Client.FirstName][Client.LastName] Authorized Representative: Client Representative Name
Both parties agree that no additional authorized representatives shall be approved without prior written notification.
Joint Venture Management
Both parties and their authorized representatives shall meet with one another to conduct business related to joint venture name. Both parties shall mutually agree to any decisions, undertakings, or commitments related to the joint venture. In the event that both parties can not come to a mutual agreement at any time, a mutually acceptable 3rd party shall act as arbitrator to resolve such disagreements and reach a mutually agreeable conclusion.
Joint Venture Records
Complete business and accounting records shall be kept and maintained at the joint venture’s office at all times. All joint venture name records shall be fully accessible to either party and their authorized representatives at all times. Both parties agree to hire an independent agency to conduct a full audit of joint venture name records on an annual basis.
Time & Effort Contribution
Both parties agree to provide time and effort contributions as necessary to fulfill the obligations of the joint venture. Neither party shall be required to offer a fixed amount of time in support of the joint venture. Both parties are free to pursue business opportunities outside the joint venture, and are in no way obligated or held liable for making the other party aware of additional business opportunities.
Bankruptcy of Either Party
In the event that either party enters bankruptcy at any time, that party’s interest in and ownership of joint venture name shall immediately cease. The remaining party shall be fully authorized to complete any ongoing projects related to the joint venture, and shall be authorized to find another suitable party to serve as partner in the joint venture.
Joint Venture Dissolution
In the event that both parties agree to dissolve joint venture name, all material assets and equipment shall be liquidated via auction, and proceeds shall be used to cover any outstanding joint venture name obligations. Any remaining profits shall be distributed equally amongst the two parties.
The entirety of this construction joint venture agreement shall be governed by the laws of the State of joint venture state.
This joint venture agreement shall be the sole agreement governing the formation and operation of joint venture name. No other agreements, written or oral, shall be upheld or enforceable.
Both parties hereby agree to uphold and enforce this construction joint venture agreement, pursuant to the entire terms of this agreement.