Contractual Joint Venture Agreement

This Contractual Joint Venture Agreement is for use where two parties want to carry out a joint enterprise without the expense and formality of setting up a joint venture company.

It is often suitable where the project is finite in duration, for example a joint marketing campaign, redevelopment of a property, or product development.

What this agreement does

The agreement documents a contractual joint venture (referred to in the agreement as the “Project”). It does not involve any legal pooling of the parties’ assets and no separate legal entity is created. The degree of integration between the parties is minimal compared to other joint venture structures.

How the project is managed under the agreement

As this structure can be used across many industries and situations, the agreement is drafted in a relatively general form and does not prescribe detailed operational arrangements. It provides for:

• a Management Committee, with one or more representatives from each party, to manage the Project; and
• a Project Manager to run the Project on a day-to-day basis.

What the schedules cover

Key commercial detail is set out in the schedules, including:

• Schedule 1: the Project definition and description, and the Business Plan (which can be updated by agreement);
• Schedule 2: the parties’ roles and the resources to be employed; and
• Schedule 3: the parties’ financial contributions.

UK GDPR update

The data protection provisions in this document have been updated with reference to the UK GDPR.

Other joint venture structures

Other routes for a joint venture may include a corporate joint venture, a general partnership, or a limited liability partnership. The pros and cons of these four structures are discussed in the Joint Ventures: Legal Vehicle Comparison Table.

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