Arkansas joint venture agreement template

Arkansas Joint Venture Agreement

This Arkansas Joint Venture Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

[Venturer 1 Name], a [Entity Type, e.g., Corporation] formed in [State of Formation], and registered to do business in Arkansas (if applicable), with a principal place of business at [Address] (“Venturer 1”); and

[Venturer 2 Name], an individual residing at [Address] (“Venturer 2”).

1. Formation and Name

Option A: The parties hereby form a joint venture pursuant to the Arkansas Uniform Partnership Act, to be known as [Joint Venture Name] (the “Joint Venture”). The principal place of business of the Joint Venture shall be located at [Address] in Arkansas.

Option B: The parties intend to form a [Entity Type, e.g., Limited Liability Partnership] under Arkansas law and shall take all necessary steps to form said entity under the name [Joint Venture Name].

2. Purpose and Scope

Option A: The purpose of the Joint Venture is to [Clearly define the business purpose of the Joint Venture], operating within the geographic area of [Geographic Scope], targeting the market of [Target Market], and encompassing the following regulated activities, if any: [List Regulated Activities].

Option B: The Joint Venture is established for the specific project of [Project Description], which is anticipated to be completed by [Date or Project Milestones].

3. Capital Contributions

Option A: Venturer 1 shall contribute [Dollar Amount] in cash and [Description of Property] valued at [Dollar Amount]. Venturer 2 shall contribute [Description of Services].

Option B:

Initial Contributions: Venturer 1 shall contribute [Dollar Amount]. Venturer 2 shall contribute [Dollar Amount].

Additional Contributions (Capital Calls): The Joint Venture may require additional capital contributions (“Capital Calls”) from each venturer based on [Triggering Events or Formula, e.g., completion of project phases].

Valuation: Non-monetary contributions shall be valued at their fair market value as determined by [Valuation Method, e.g., independent appraisal].

4. Ownership and Partnership Interests

Option A: Venturer 1 shall have a [Percentage]% ownership interest in the Joint Venture, and Venturer 2 shall have a [Percentage]% ownership interest.

Option B: Profits and losses of the Joint Venture shall be allocated in proportion to each Venturer's ownership percentage as specified above.

5. Management and Governance

Option A: The management of the Joint Venture shall be vested in a Management Committee consisting of [Number] members, with Venturer 1 appointing [Number] members and Venturer 2 appointing [Number] members.

Option B:

Managing Partner: [Name] shall be the Managing Partner with authority to [Define Authority, e.g., manage daily operations].

Major Decisions: The following actions require the consent of both venturers: [List of Major Decisions, e.g., incurring debt, asset sales].

Meetings: Partner meetings will be held [Frequency, e.g., quarterly] and require [Quorum Percentage] of the venturers to be present.

6. Allocation of Profits and Losses

Option A: Profits and losses shall be allocated in proportion to the venturers’ respective ownership percentages.

Option B: Profits shall be allocated as follows: [Detailed Allocation Formula]. Losses shall be allocated as follows: [Detailed Allocation Formula]. Cash reserves will be maintained at a level of [Dollar Amount or Percentage].

7. Tax Matters

Option A: The Partnership Representative for tax purposes shall be [Name]. The Joint Venture’s fiscal year shall end on [Date].

Option B: The Partnership shall use the [Accounting Method, e.g., accrual] method of accounting. Each Venturer will receive a Schedule K-1 for their proportionate share of income, gains, losses, deductions, and credits.

8. Admission of New Partners and Transfer of Interests

Option A: No new partners may be admitted without the unanimous consent of the existing venturers.

Option B: A venturer wishing to transfer their interest must offer the other venturer a right of first refusal. The price shall be determined by [Valuation Method].

9. Withdrawal and Dissolution

Option A: A venturer may withdraw upon [Number] days’ written notice to the other venturer.

Option B: Upon dissolution, the assets of the Joint Venture shall be distributed in accordance with the Arkansas Uniform Partnership Act, after payment of all debts and liabilities.

10. Liability

Option A: Consistent with Arkansas law, partners in this general partnership shall be jointly and severally liable for the debts of the partnership.

Option B: The parties intend to form a limited liability partnership and shall take all steps to register with the Arkansas Secretary of State to limit liability to the extent allowed by Arkansas law.

11. Indemnification

Option A: The Joint Venture shall indemnify each venturer against any losses, claims, damages, or liabilities arising out of their activities on behalf of the Joint Venture, except in cases of gross negligence or willful misconduct.

Option B: The level of indemnification will be determined by the management committee based on a reasonable assessment of risk.

12. Dispute Resolution

Option A: Any disputes arising out of or relating to this Agreement shall be resolved through mediation in [City, Arkansas]. If mediation is unsuccessful, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, and the arbitration shall be conducted in [City, Arkansas].

Option B: All disputes will be governed by Arkansas law and venue shall be in the [County Name] County Courts.

13. Amendments

Option A: This Agreement may be amended only by a written instrument signed by all of the venturers.

Option B: Amendments require a [Percentage]% vote of the ownership interests.

14. Winding Up and Dissolution

Option A: Upon dissolution, the assets of the Joint Venture shall be liquidated and distributed to the venturers in proportion to their respective ownership interests, after payment of all debts and liabilities.

Option B:

Triggering Events: The Joint Venture will dissolve upon [Events, e.g., completion of the project, mutual agreement].

Dissolution Process: Creditor claims will be settled first, followed by distribution of remaining assets to partners based on capital accounts.

15. Representations and Warranties

Option A: Each venturer represents and warrants that they have the authority to enter into this Agreement and that they are in compliance with all applicable Arkansas laws and regulations.

Option B: Venturer 1 represents they are duly organized, validly existing and in good standing under the laws of the State of [State of Formation].

16. Compliance

Option A: The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including but not limited to those relating to environmental protection, workplace safety, and data privacy.

Option B: The Joint Venture will obtain all necessary permits and licenses required to operate in Arkansas.

17. Insurance

Option A: The Joint Venture shall maintain adequate insurance coverage, including general liability insurance, workers’ compensation insurance (as required by Arkansas law), and any other insurance required by applicable law or regulation.

Option B: Minimum coverage levels shall be [Dollar Amount] for general liability and comply with Arkansas statutory requirements for worker's compensation.

18. Confidentiality

Option A: Each venturer agrees to maintain the confidentiality of all confidential information of the Joint Venture and the other venturer.

Option B: The definition of confidential information includes [Specific Definition].

19. Books and Records

Option A: The Joint Venture shall maintain complete and accurate books and records in accordance with generally accepted accounting principles.

Option B: Each venturer shall have the right to inspect the books and records of the Joint Venture at any reasonable time.

20. Employees and Contractors

Option A: The Joint Venture may employ employees and engage contractors as necessary to carry out its business operations.

Option B: All employee related decisions will be made by the management committee and comply with Arkansas labor laws.

21. Execution and Delivery

Option A: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Option B: Electronic signatures or PDF copies will be acceptable under Arkansas law.

22. Tax Obligations

Option A: The Joint Venture shall comply with all applicable state and local tax obligations, including franchise tax, sales/use tax, and employer withholding.

Option B: Venturer 1 will be responsible for preparing and filing all required tax returns with the Arkansas Department of Finance and Administration.

23. Force Majeure

Option A: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, such as acts of God, war, terrorism, or government regulation.

Option B: In the event of a force majeure event, the parties will use reasonable efforts to mitigate the impact of the event.

24. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25. Document Filing and Registration

Option A: The parties are responsible for filing with the Arkansas Secretary of State including assumed name registration (“DBA”), and specify responsibility for annual filings or renewal fees.

Option B: [Name] will be responsible for filing all required documentation with the Arkansas Secretary of State.

26. Intellectual Property

Option A: Any intellectual property developed by the Joint Venture shall be jointly owned by the venturers.

Option B: The ownership of intellectual property will be determined on a case-by-case basis by mutual agreement of the venturers.

27. Regulatory Compliance

Option A: The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including any industry-specific regulations.

Option B: For any governmental inquires, Venturer 1 will be the primary contact.

28. Special Allocation Provisions

Option A: Special allocations will be handled in accordance with federal "substantial economic effect" regulations.

Option B: Debt allocations will be handled according to Arkansas Law

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

[Venturer 1 Name]

By: [Name of Authorized Representative]

Title: [Title]

[Venturer 2 Name]

[Signature]