Arizona joint venture agreement template

Arizona Joint Venture Agreement

This Arizona Joint Venture Agreement (the “Agreement”) is made and entered into as of [Date], by and among:

• [Venturer 1 Name], a [Venturer 1 Business Type, e.g., limited liability company] organized and existing under the laws of [Venturer 1 State of Formation], with its principal place of business at [Venturer 1 Address] and, if applicable, statutory agent at [Venturer 1 Arizona Statutory Agent Name] and address [Venturer 1 Arizona Statutory Agent Address] (“Venturer 1”); and
• [Venturer 2 Name], a [Venturer 2 Business Type, e.g., corporation] organized and existing under the laws of [Venturer 2 State of Formation], with its principal place of business at [Venturer 2 Address] and, if applicable, statutory agent at [Venturer 2 Arizona Statutory Agent Name] and address [Venturer 2 Arizona Statutory Agent Address] (“Venturer 2”).

(Each a “Venturer” and collectively, the “Venturers”).

1. Formation and Purpose

• The Venturers hereby form a joint venture partnership (the “Joint Venture”) under the laws of the State of Arizona.
• The purpose of the Joint Venture is to [Description of Joint Venture Purpose].
• The scope of authorized activities shall be limited to those activities necessary or incidental to the purpose described above.
• The primary place of business of the Joint Venture shall be located at [Joint Venture Arizona Address].
• The term of the Joint Venture shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.

2. Capital Contributions

• Option A: Initial Contributions
  • Venturer 1 shall contribute [Venturer 1 Contribution Amount] in cash.
  • Venturer 2 shall contribute [Venturer 2 Contribution Description, e.g., property described in Exhibit A], which is valued at [Venturer 2 Contribution Value].
• Option B: Subsequent Funding
  • The Venturers shall contribute additional capital as needed, in proportion to their initial capital contributions.
  • Capital calls shall be made by [Designated Manager] upon [Number] days' written notice.
  • Failure to contribute capital within the specified time shall result in [Remedy for Failure to Contribute, e.g., dilution of ownership interest].

3. Allocation of Profits, Losses, and Distributions

• Option A: Pro Rata Allocation
  • Profits and losses shall be allocated to the Venturers in proportion to their capital contributions.
• Option B: Disproportionate Allocation
  • Venturer 1 shall be allocated [Venturer 1 Percentage]% of profits and losses.
  • Venturer 2 shall be allocated [Venturer 2 Percentage]% of profits and losses.
• Distributions shall be made to the Venturers [Distribution Frequency, e.g., quarterly].
• Distributions shall be made pro rata according to the Venturers’ respective share of profits.

4. Management

• Option A: Centralized Management
  • The Joint Venture shall be managed by a management committee consisting of [Number] representatives from each Venturer.
  • Venturer 1 shall appoint [Number] representatives: [Representative 1 Name], [Representative 2 Name].
  • Venturer 2 shall appoint [Number] representatives: [Representative 1 Name], [Representative 2 Name].
• Option B: Designated Manager
  • [Designated Manager Name] shall be the designated manager responsible for the day-to-day operations of the Joint Venture.
  • The Designated Manager shall have the authority to [Description of Authority].
• Major decisions, including but not limited to [List of Major Decisions], shall require the unanimous consent of the Venturers.
• Meetings of the Venturers shall be held [Meeting Frequency, e.g., quarterly] at [Location], or at such other time and place as the Venturers may agree.
• Voting rights shall be allocated as follows: Venturer 1 – [Number] votes, Venturer 2 – [Number] votes.

5. Roles and Duties

• Each Venturer shall be responsible for [Description of Venturer 1's Responsibilities].
• Each Venturer shall be responsible for [Description of Venturer 2's Responsibilities].
• No Venturer shall have the authority to bind the Joint Venture to any agreement or obligation exceeding [Dollar Amount] without the prior written consent of the other Venturer.

6. Compliance

• The Joint Venture shall comply with all applicable laws and regulations of the State of Arizona, including but not limited to registration with the Arizona Secretary of State or Corporation Commission.
• The Joint Venture shall obtain and maintain all necessary licenses and permits required to operate its business in Arizona.

7. Admission, Transfer, and Assignment

• No Venturer may transfer or assign its interest in the Joint Venture without the prior written consent of the other Venturer.
• Any proposed transfer or assignment shall be subject to a right of first refusal in favor of the non-transferring Venturer.
• The admission of any new Venturer shall require the unanimous consent of the existing Venturers.

8. Buyout and Withdrawal

• Option A: Buyout
  • A Venturer may offer to buy out the other Venturer's interest in the Joint Venture.
  • The purchase price shall be determined by [Valuation Method, e.g., appraisal by a mutually agreed upon appraiser].
• Option B: Withdrawal
  • A Venturer may withdraw from the Joint Venture upon [Number] days' written notice to the other Venturer.
  • Upon withdrawal, the withdrawing Venturer shall be entitled to [Description of Entitlement, e.g., return of capital contribution].
  • A withdrawing venturer remains liable for obligations incurred prior to the effective date of withdrawal.

9. Fiduciary Duty and Liability

• The Venturers shall owe each other a fiduciary duty of loyalty and care in the management of the Joint Venture.
• No Venturer shall be liable to the other Venturer for any act or omission in connection with the Joint Venture, except for acts of gross negligence or willful misconduct.
• The Joint Venture shall indemnify the Venturers against any claims or losses arising out of the operation of the Joint Venture, except to the extent caused by the Venturer's gross negligence or willful misconduct.

10. Tax Matters

• The Joint Venture shall be treated as a partnership for federal and Arizona income tax purposes.
• The Joint Venture shall file an annual partnership tax return (Arizona Form 165 or equivalent) and issue K-1 statements to the Venturers.
• [Tax Matters Partner Name] shall be the partnership representative for tax purposes.

11. Books and Records

• The Joint Venture shall maintain accurate and complete books and records at its principal place of business in Arizona.
• Each Venturer shall have the right to inspect and copy the books and records of the Joint Venture.
• The Joint Venture’s books shall be kept on a [Accounting Method, e.g., cash] basis.

12. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Arizona.
• If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• The venue for any arbitration or litigation shall be [County Name] County, Arizona.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

13. Non-Competition and Confidentiality

• During the term of the Joint Venture and for a period of [Number] years thereafter, each Venturer shall not engage in any business that competes with the Joint Venture's business in [Geographic Area, e.g., Arizona].
• Each Venturer shall maintain the confidentiality of all confidential information of the Joint Venture.

14. Dissolution and Winding Up

• The Joint Venture may be dissolved upon the agreement of the Venturers or upon the occurrence of certain events, such as [List of Dissolution Events].
• Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed to the Venturers in accordance with their respective capital accounts, complying with Arizona Revised Statutes (A.R.S.) § 29‑1071 et seq.

15. Intellectual Property

• Any intellectual property developed during the term of the Joint Venture shall be owned by [Party, e.g., the Joint Venture].
• Each Venturer grants the Joint Venture a license to use its pre-existing intellectual property to the extent necessary for the operation of the Joint Venture.

16. Representations and Warranties

• Each Venturer represents and warrants that it has the full power and authority to enter into this Agreement.
• Each Venturer represents and warrants that it is in compliance with all applicable laws and regulations in Arizona.

17. Employment Matters

• If the Joint Venture hires employees, it shall comply with all applicable Arizona and federal employment laws.
• The Joint Venture shall maintain workers' compensation insurance as required by Arizona law.

18. Insurance

• The Joint Venture shall maintain commercial general liability insurance with minimum policy limits of [Dollar Amount].
• The Joint Venture shall maintain such other insurance as is necessary or advisable for the operation of its business in Arizona.

19. Amendments and Termination

• This Agreement may be amended only by a written instrument signed by both Venturers.
• This Agreement may be terminated by either Venturer upon [Number] days' written notice to the other Venturer.

20. Miscellaneous

• This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.
• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.
• This agreement requires ongoing compliance with all local, state, and federal regulations applicable in Arizona.

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

[Venturer 1 Name]

By: [Venturer 1 Authorized Representative Name]

Title: [Venturer 1 Authorized Representative Title]

[Venturer 2 Name]

By: [Venturer 2 Authorized Representative Name]

Title: [Venturer 2 Authorized Representative Title]