Contractual Joint Venture Agreement

Contractual Joint Venture Agreement

CO.JV.02
This Contractual Joint Venture Agreement is for use by two parties wishing to carry out a joint enterprise, where the parties do not want to go to the expense and formality of setting up a joint venture company. It is useful where the proposed project is finite in duration, for example, a joint marketing campaign, the redevelopment of a property, or product development.

For a Corporate Joint Venture Agreement, please see the link on the right hand side. Other possible routes for a joint venture include a general partnership and a limited liability partnership (please see Partnership and LLP agreements, also in the Corporate folder). The pros and cons of each of the four structures is discussed in the ‘Joint Ventures: Legal Vehicle Comparison Table’.

The Contractual joint venture (or ‘Project’ as it is referred to in the Agreement) does not involve any legal pooling of the two parties’ assets, and no separate and distinct legal entity will be set up. The degree of integration between the joint venture parties is minimal compared to other legal forms of joint venture.

Because a contractual joint venture structure could be used in many different industries and situations, the Contractual Joint Venture Agreement is fairly general, and does not go into detail about how the Project will be run. It simply provides for the appointment of a Management Committee, with one representative from each of the two parties, and then for the co-opting of one or two Project Managers to manage and run the Project on a day to day basis.

The Project itself will be defined and described in Schedule 1, and the parties’ roles set out in Schedule 2. The framework of the project, including costs, will be detailed in a separate Business Plan, which can be updated by the Management Committee.

This agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes. Optional phrases are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

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