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Joint Venture Agreement

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The project

A joint venture under this agreement is for one specific project. Each venturer's other business stays its own.

This agreement covers two or three existing businesses or individuals working together on one project.
Used to refer to the joint venture in the agreement, for example "Harbor Street Food Hall Build-Out".
Be specific about what the project will produce or achieve, for example "designing, building and operating a seasonal food hall at 12 Harbor Street from May to October 2027."
A city, region or site, if the project is limited to one. Leave blank if location does not matter.
For example, "each venturer's existing catering contracts." Each venturer's other business is outside the project in any case.
No new company is formed, so someone must sign project contracts in their own name.

First venturer

For a business, use its registered name, including "LLC" or "Inc." if it has one.
Used for written notices.

Second venturer

For a business, use its registered name, including "LLC" or "Inc." if it has one.
Used for written notices.

Third venturer

Contributions

What each venturer puts into the project, with the value all venturers agree it is worth.

For cash, the amount. For anything else, the value all venturers agree to credit.
For cash, the amount. For anything else, the value all venturers agree to credit.

Profits and losses

Management

A management committee with one representative from each venturer runs the project.

The lead venturer runs daily operations within the budget and a spending limit. Important decisions stay with the committee.

Project money and reporting

If yes, attach it to the agreement as Schedule A. If not, the committee adopts one within 30 days.
Enter 0 if any overspending needs approval.

Intellectual property, confidentiality and exclusivity

Intellectual property each venturer already owns stays its own and is licensed for the project only.
This covers only the project described and lasts only while the joint venture continues. It is not a general promise not to compete.

Leaving and ending the joint venture

Final terms

Usually the state where most of the project work takes place.

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