Alabama joint venture agreement template

Alabama Joint Venture Agreement

This Alabama Joint Venture Agreement (the "Agreement") is made and entered into as of this [Date], by and among:

• [Partner 1 Name], a [Type of Entity, e.g., Corporation, LLC, Individual], organized under the laws of [State of Organization, if not Alabama], with a principal place of business at [Address], and if applicable, qualified to do business in Alabama; hereinafter referred to as “Partner 1”; and
• [Partner 2 Name], a [Type of Entity, e.g., Corporation, LLC, Individual], organized under the laws of [State of Organization, if not Alabama], with a principal place of business at [Address], and if applicable, qualified to do business in Alabama; hereinafter referred to as “Partner 2”.

Collectively, Partner 1 and Partner 2 shall be referred to as the "Partners".

Purpose of the Joint Venture

• The Partners hereby form a joint venture (the "Joint Venture") to engage in the following business: [Detailed description of the Joint Venture's business, including industry, geographic focus within Alabama, and specific objectives. E.g., The Joint Venture will develop and operate a craft brewery and taproom in Huntsville, Alabama, focusing on locally sourced ingredients and targeting the tourist and local markets.]
• The Joint Venture’s activities shall be limited to those reasonably necessary to achieve the stated purpose. Permissible activities include: [List of specific permissible activities]
• Any regulatory or licensing requirements specific to the Joint Venture’s activities in Alabama include: [List of relevant Alabama licenses and permits, e.g., ABC Board license, health permits.]

Principal Place of Business

• Option A: The principal place of business of the Joint Venture shall be located at [Address in Alabama].
• Option B: The Joint Venture may establish additional locations in Alabama at the discretion of the [Designated Party/Parties].

Term and Termination

• Option A: The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
• Option B: The term of this Agreement shall continue until the completion of [Specific project or event].
• Termination Triggers: The Joint Venture may be terminated upon:
  • Mutual written agreement of the Partners.
  • The occurrence of [Specific event, e.g., bankruptcy of a Partner].
  • Expiration of the stated term, unless renewed by written agreement.

Capital Contributions

• Initial Contributions:
  • Partner 1 shall contribute [Description of Contribution, e.g., $ amount, property, services], valued at [$ Amount], by [Date].
  • Partner 2 shall contribute [Description of Contribution, e.g., $ amount, property, services], valued at [$ Amount], by [Date].
• Future Contributions:
  • Option A: Future capital contributions shall be determined by mutual agreement of the Partners.
  • Option B: If additional capital is required, each Partner shall contribute in proportion to their ownership interest.
• Default: Failure to make required capital contributions will result in [Specific penalty, e.g., dilution of ownership, interest charges].

Ownership and Profit/Loss Allocation

• Ownership:
  • Partner 1 shall own [Percentage]% of the Joint Venture.
  • Partner 2 shall own [Percentage]% of the Joint Venture.
• Profit/Loss Allocation: Profits and losses shall be allocated between the Partners in proportion to their ownership interests.

Funding Obligations

• Partner Loans:
  • Option A: Partners may loan funds to the Joint Venture upon mutual agreement.
  • Option B: Loans shall accrue interest at a rate of [Percentage]% per annum.
• Third-Party Financing: The Joint Venture may seek financing from third-party lenders, subject to the approval of [Designated Party/Parties].

Governance and Management

• Management Structure:
  • Option A: The Joint Venture shall be managed by all Partners.
  • Option B: A management committee consisting of [Number] representatives from each Partner shall manage the Joint Venture.
• Decision-Making: Decisions shall be made by [Majority vote, unanimous consent] of the [Partners/Management Committee].
• Voting Rights: Each Partner shall have voting rights proportional to their ownership interest.
• Meetings: Regular meetings of the [Partners/Management Committee] shall be held [Frequency, e.g., monthly, quarterly]. Notice of meetings shall be given at least [Number] days prior to the meeting date.

Operational Management

• Each partner has the authority to [Describe the scope of authority for each partner].
• Signing and contracting authority is limited to [Specific individuals or roles within the joint venture].
• Day-to-day management is the responsibility of [Specific individuals or roles within the joint venture].

Admission of New Partners

• The admission of any new partner shall require the [Unanimous/Majority] written consent of the existing Partners.

Transfer of Interests

• No Partner may transfer, assign, or sell their interest in the Joint Venture without the prior written consent of the other Partner(s).
• Right of First Refusal: In the event a Partner desires to sell their interest, the other Partner(s) shall have the right of first refusal to purchase the interest.

Withdrawal and Expulsion

• A Partner may withdraw from the Joint Venture upon [Number] days written notice to the other Partner(s).
• Expulsion: A Partner may be expelled from the Joint Venture for [Specific reasons, e.g., breach of contract, gross misconduct].
• Valuation: Upon withdrawal or expulsion, the departing Partner's interest shall be valued at [Method of valuation].

Dispute Resolution

• The Partners shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If negotiation fails, the parties agree to submit the dispute to mediation in [City, Alabama].
• If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the Alabama Uniform Arbitration Act. Venue for any legal action shall be in [County], Alabama.

Tax Matters

• The Joint Venture shall be treated as a partnership for federal and Alabama income tax purposes.
• [Partner Name] shall serve as the Tax Matters Partner.
• The partnership will issue K-1 forms to partners in accordance with IRS regulations.

Regulatory Compliance

• The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including those specific to Alabama.
• The Joint Venture shall obtain and maintain all necessary licenses and permits to operate its business in Alabama.

Insurance

• The Joint Venture shall maintain insurance coverage, including general liability, [Specific types of insurance], in amounts sufficient to protect its assets and operations in Alabama.

Liability

• The liability of the Partners shall be governed by the Alabama Uniform Partnership Act.
• [Specific liability limitations or indemnification clauses].

Confidentiality

• Each Partner shall maintain the confidentiality of the Joint Venture's confidential information.

Records and Inspection

• The Joint Venture shall maintain accurate and complete records of its business operations, which shall be available for inspection by the Partners.

Meetings

• Regular partner meetings will be held [Frequency and location of meetings].

Distributions

• Distributions of profits shall be made to the Partners in proportion to their ownership interests.

Dissolution

• Upon dissolution of the Joint Venture, the assets shall be liquidated, and the proceeds distributed in accordance with Alabama law.

Miscellaneous

• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.
• Amendment: This Agreement may be amended only by a written instrument signed by all Partners.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, including the Alabama Uniform Partnership Act.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Partner 1 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Partner 2 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]