Joint Venture Contracts & Agreements

JOINT VENTURE CONTRACTS & AGREEMENTS

Some people would not participate in a Joint Venture unless they had a contract while others fiercely refuse to use them, preferring instead to rely on a handshake. The choice really is yours to make. It’s up to each individual to determine what is best for him or her. Some of our biggest joint ventures have taken place without any contracts or written agreements while others had 30 page agreements in place.

This section has been provided for those of you who have the need for JV contracts and other related agreements. You will find contracts that you can customize to suit your particular business and each of your Joint Venture deals. Use your own discretion when deciding whether or not to use a contract and which of the contracts best satisfy your needs.

PLEASE NOTE: The following does NOT constitute legal advice. Even though contract lawyers prepared all of the contracts and agreements provided here, you may wish to have your own attorney review and modify them before using them in your own Joint Ventures.

Here is what you will find in this document:

1. Three Non-Disclosure Agreements. This is also known as a Confidentiality Agreement, or a Confidential Disclosure Agreement. Technically speaking, a Non-Disclosure Agreement (NDA) is a promise made by one party to another not to tell anyone else what the other party tells them in confidence. Confidentiality and Non-Disclosure agreements are frequently signed at the commencement of discussions between prospective partners. They typically:

• Restrict who has access to defined types of information.
• Limit what can be done with such information.
• Require the return of documentation.
• May include other restrictions or conditions.
  

1. Two Joint Venture Agreements. These agreements spell out the rights, duties and obligations of the participants of the Joint Venture. You may want to use a JV agreement to insure you get paid from your JV deal. We have included two JV agreements for you – the first one being the less complex of the two.
   
2. One Joint Venture Broker Contract. When working as a Joint Venture Broker this is the Agreement you would have the party whose business you’re expanding sign. This Agreement will ensure you get paid for your efforts and guarantee accountability from all parties in the Agreement.
   
3. Asset Purchase Agreement A super detailed agreement to use if and when you buy another business, as part of a Strategic Alliance. This is typically better than buying the shares in the company, but could be modified for that purpose.
   
4. JVA Major Version This is a formal, complex Joint Venture Agreement. Great for more complex deals, including real estate and multi party investments.
   

NON-DISCLOSURE AGREEMENT I

This agreement is made as of the _____ day of ______, 20___, by and between: [PARTY ONE] located in [CITY], [STATE] and [PARTY TWO] located in [CITY], [STATE].
This Agreement shall govern the conditions of disclosure by [PARTY TWO] to [PARTY ONE] of certain "Confidential Information" including but not limited to prototypes, drawings, data, trade secrets and intellectual property relating to [PRODUCT NAME] developed by [PARTY TWO].
With regard to the “Confidential Information”, [PARTY ONE] hereby agrees:

1. Not to use the information therein except for evaluating its interest in entering a business relationship with [PARTY TWO], based on the product.
   
2. To safeguard the information against disclosure to others with the same degree of care as exercised with its own information of a similar nature.
   
3. Not to disclose the information to others, without the express written permission of [PARTY TWO], except that:

a)which [PARTY ONE] can demonstrate by written records was previously known;

b)which are now, or become in the future, public knowledge other than through acts or omissions of [PARTY ONE];

c)which are lawfully obtained by [PARTY ONE] from sources independent of [PARTY TWO];

1. That [PARTY ONE] shall not directly or indirectly acquire any interest in, or design, create, manufacture, sell or otherwise deal with any item or product, containing, based upon or derived from the information, except as may be expressly agreed to in writing by [PARTY TWO].
   
2. That the secrecy obligations of [PARTY ONE] with respect to the information shall continue for a period ending 3 years from the date hereof.

[PARTY TWO] will be entitled to obtain an injunction to prevent threatened or continued violation of this Agreement, but failure to enforce this Agreement will not be deemed a waiver of this Agreement.
IN WITNESS WHEREOF the Parties have hereunto executed this Agreement as of the day and year first above written.
[PARTY ONE]
By: ______Date: ______
Title: ______
[PARTY TWO] and SIGNATURE

NON-DISCLOSURE AGREEMENT II

Receiver's Name: ______

Company: ______

Address: ______

Phone: ______

E-mail: ______

Subject: ______

______

______

I, the undersigned, do hereby warrant that I have authority to sign for all employees and agents of the above identified company having the above identified address. I hereby enter this agreement on behalf of all employees and agents of this organization, including on behalf of myself (jointly "Recipient"). Good and valuable consideration has been received in the form of an opportunity to learn of a business opportunity.

The Recipient will not, without prior written approval of the party disclosing information, ______(Disclosee), or an authorized representative thereof, disclose or in any other way make known, reveal, report, publish or transfer to any person, firm, corporation or utilize for competitive or any other purpose any secret information or know-how relative to the disclosed information, including but not limited to: any information designated as secret, the operation, plans, specifications, drawings, layouts, blueprints, patent applications, and other materials relating to the products, software, equipment, processes and services invented or used by the Disclosee.

This agreement expires at the end of two (2) years or when the information becomes public through no fault of the Recipient.

Any copyrightable subject matter generated by the Recipient relative to the matter under consideration belongs to the Disclosee either by way of work-for hire rules or by assignment. The parties agree to forthwith effectuate any writing needed to complete an assignment upon either party's request that the same be performed.

______Date______

______Date______

NON-DISCLOSURE AGREEMENT III

This is an agreement, effective date ______, between [COMPANY NAME] at [ADDRESS], [PHONE], [FAX] (the “Discloser”) and [COMPANY NAME] at [ADDRESS], [PHONE], [FAX] (the “Recipient”), in which Discloser agrees to disclose, and Recipient agrees to receive, certain trade secrets of Discloser on the following terms and conditions:

1. Trade Secrets: Recipient understands and acknowledges that Discloser’s trade secrets consist of information and materials that are valuable and not generally known by Discloser’s competitors. Discloser’s trade secrets include:

a)Any and all information concerning Discloser’s current, future or proposed products, ideas, concepts, algorithms, potentially copyrightable material, potentially patentable processes, including, but not limited to, unpublished computer code (both source code and object code), drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development agreements and related agreements.

b)Information and materials relating to Discloser’s purchasing, accounting and marketing, including, but not limited to, marketing plans, sales data, unpublished promotional material, cost and pricing information and customer lists.

c)Information of the type described above which Discloser obtained from another party and which Discloser treats as confidential, whether or not owned or developed by Discloser.

1. Purpose of Disclosure: Recipient shall make use of Discloser’s trade secrets only for the purpose of [INSERT PURPOSE HERE – THE FOLLOWING (I.E. a THRU c) ARE SIMPLY USED AS AN EXAMPLE] (a) seeking funding for Discloser from yet unspecified investors under yet unspecified condition (b) seeking to facilitate an Initial Public Offering (IPO) of a portion of Discloser’s stock on a public stock market (c) seeking to facilitate selling a portion of Discloser’s stock to an interested entity, such as a larger company in the technology/internet space.

1. Nondisclosure: In consideration of Discloser’s disclosure of its trade secrets to Recipient, Recipient agrees that it will treat Discloser’s trade secrets with the same degree of care and safeguards that it takes with its own trade secrets, but in no event less than a reasonable degree of care. Recipient agrees that, without Discloser’s prior written consent, Recipient will not:

1. Disclose Discloser’s trade secrets to any third party unless such disclosure has been agreed to by Discloser on a case-by-case basis;

1. Make or permit to be made copies or other reproductions of Discloser’s trade secrets unless such disclosure has been agreed to by Discloser on a case-by-case basis; or

1. Make any commercial use of the trade secrets, including but not limited to, using the trade secrets to indirectly help, or directly participate in ventures, projects or businesses that are competing with Discloser.

Recipient will not disclose Discloser’s trade secrets to Recipient’s employees, agents and consultants unless: (1) they have a need to know the information in connection with their employment or consultant duties; and (2) they personally agree in writing to be bound by the terms of this agreement.

1. Return of Materials: Upon Discloser’s request, Recipient shall promptly (within 30 days) return all original materials provided by Discloser and any copies, notes or other documents in Recipient’s possession pertaining to Discloser’s trade secrets.

1. Exclusions: This agreement does not apply to any information which:

1. Was in Recipient’s possession or was known to Recipient, without an obligation to keep it confidential, before such information was disclosed to Recipient by Discloser;

1. Is or becomes public knowledge through a source other than Recipient and through no fault of Recipient;

1. Is independently developed by or for Recipient;
2. Is or becomes lawfully available to Recipient from a source other than Discloser; or

1. Is disclosed by Recipient with Discloser’s prior written approval.

1. Term: This agreement and Recipient’s duty to hold Discloser’s trade secrets in confidence shall remain in effect until the above-described trade secrets are no longer trade secrets or until Discloser sends Recipient written notice releasing Recipient from this agreement, whichever occurs first.

1. No Rights Granted: Recipient understands and agrees that this Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Discloser’s trade secrets to Recipient.

1. Warranty: Discloser warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY DISCLOSER UNDER THIS AGREEMENT. ANY INFORMATION DISCLOSED UNDER THIS AGREEMENT IS PROVIDED “AS IS”.

1. Injunctive Relief: Recipient recognizes and acknowledges that any breach or threatened breach of this Agreement by Recipient may cause Discloser irreparable harm for which monetary damages may be inadequate. Recipient agrees, therefore, that Discloser shall be entitled to an injunction to restrain Recipient from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing Discloser from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement.

1. Attorney Fees: If any legal action arises relating to this Agreement, the prevailing party shall be entitled to recover all court costs, expenses and reasonable attorney fees.

1. Modifications: All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.

1. No Agency: This Agreement does not create any agency or partnership relationship between the parties.

1. Enforceability: Should any clauses, terms, or conditions in this Agreement be unenforceable under the applicable law, the rest of the Agreement shall remain fully binding for both parties.

1. Applicable Law: This Agreement is made under, and shall be construed according to, the laws of the state of [STATE]. Any court action must be brought to a court located in the county of [COUNTY, STATE] and Recipient agrees to the jurisdiction of these courts.

JOINT VENTURE AGREEMENT I

THIS JOINT VENTURE AGREEMENT ("Agreement"), made and entered into as of this _____ day of ______, 20___, by and between ______of ______("_") and ______of ______("_").

ARTICLE I GENERAL PROVISIONS

1.01 Business Purpose. The business of the Joint Venture shall be as follows: [Describe Business Purpose]

1.02 Term of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided.

ARTICLE II GENERAL DEFINITIONS

The following comprise the general definitions of terms utilized in this Agreement:

2.01 Affiliate. An Affiliate of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity.

2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made.

2.03 Profits and Losses. Any income or loss of the Partnership for federal income tax purposes determined by the Partnership's fiscal year, including, without limitation, each item of Partnership income, gain, loss or deduction.

ARTICLE III OBLIGATIONS OF THE JOINT VENTURERS

______is responsible for all operations and decisions of the Joint Venture and will be compensated for providing various services.

ARTICLE IV ALLOCATIONS

4.01 Profits and Losses. Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture shall be allocated as follows at the conclusion of each fiscal year: ______% ______%

ARTICLE V RIGHTS AND DUTIES OF THE JOINT VENTURERS

5.01 Business of the Joint Venture. ______shall have full, exclusive and complete authority and discretion in the management and control of the business of the Joint Venture for the purposes herein stated and shall make all decisions affecting the business of the Joint Venture. At such, any action taken shall constitute the act of, and serve to bind, the Joint Venture. ______shall manage and control the affairs of the Joint Venture to the best of its ability and shall use its best efforts to carry out the business of the Joint Venture. ______shall not participate in or have any control over the Joint Venture business nor shall it have any authority or right to act for or bind the Joint Venture.

ARTICLE VI AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE JOINT VENTURERS

6.01 Validity of Transactions. Affiliates of the parties to this Agreement maybe engaged to perform services for the Joint Venture. The validity of any transaction, agreement or payment involving the Joint Venture and any Affiliates of the parties to this Agreement otherwise permitted by the terms of this Agreement shall not be affected by reason of the relationship between them and such Affiliates or the approval of said transactions, agreement or payment.

6.02 Other Business of the Parties to this Agreement. The parties to this Agreement and their respective Affiliates may have interests in businesses other than the Joint Venture business. The Joint Venture shall not have the right to the income or proceeds derived from such other business interests and, even if they are competitive with the Partnership business, such business interests shall not be deemed wrongful or improper.

ARTICLE VII PAYMENT OF EXPENSES

All expenses of the Joint Venture shall be paid by _____ and shall be reimbursed by the Joint Venture.

ARTICLE VIII INDEMNIFICATION OF THE JOINT VENTURERS

The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.

ARTICLE IX DISSOLUTION

9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon the happening of any of the following events: (a) the adjudication of bankruptcy, filing of a petition pursuant to a Chapter of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of the parties. (b) The sale or other disposition, not including an exchange of all, or substantially all, of the Joint Venture assets. (C) Mutual agreement of the parties.

ARTICLE X MISCELLANEOUS PROVISIONS

10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Joint Venture.

10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for.

10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof.