Colorado joint venture agreement template

Colorado Joint Venture Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], and if an entity, with a principal place of business at [Partner 1 Business Address], hereinafter referred to as "Partner 1"; whose role is [Managing/Passive].
• [Partner 2 Name], residing at [Partner 2 Address], and if an entity, with a principal place of business at [Partner 2 Business Address], hereinafter referred to as "Partner 2"; whose role is [Managing/Passive].

The principal place of business of the Joint Venture in Colorado shall be [Colorado Address].

1. Purpose of the Joint Venture

• The Joint Venture is formed for the purpose of: [Detailed Description of Business Purpose]
• Specific Business Activities:
  • [Activity 1]
  • [Activity 2]
• Industry Focus (if applicable): [Industry Sector]
• Duration:
  • Option A: Fixed Term of [Number] years, commencing on [Start Date] and ending on [End Date].
  • Option B: Project-Based, upon completion of [Project Name].
  • Option C: Indefinite, subject to termination as provided herein.
• Key Milestones:
  • [Milestone 1] - Expected Completion Date: [Date]
  • [Milestone 2] - Expected Completion Date: [Date]

2. Initial Capital Contributions

• Partner 1:
  • Option A: Cash Contribution of [Dollar Amount].
  • Option B: Property Contribution: [Description of Property], valued at [Dollar Amount].
  • Option C: Services Contribution: [Description of Services], valued at [Dollar Amount].
• Partner 2:
  • Option A: Cash Contribution of [Dollar Amount].
  • Option B: Property Contribution: [Description of Property], valued at [Dollar Amount].
  • Option C: Services Contribution: [Description of Services], valued at [Dollar Amount].
• Valuation Method for Non-Cash Contributions: [Description of Valuation Method].
• Timing of Contributions: [Specific Dates or Schedule].
• Conditions for Additional Funding: [Conditions].
• Contribution Adjustment Mechanisms: [Mechanisms for Adjustment].
• Consequences of Default on Funding Obligations: [Penalties and Remedies].

3. Ownership, Profits, and Losses

• Ownership Percentage:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
• Profits and Losses Allocation:
  • Option A: In proportion to ownership percentages.
  • Option B: [Specific Allocation Formula].
• Method and Frequency of Distributions: [Method and Frequency, e.g., Pro Rata, Quarterly].
• Draw Policies: [Description of Draw Policies].
• Tax Allocations:
  • Tax Matters Partner: [Name of Tax Matters Partner].
  • Procedures for Handling Tax Matters: [Detailed Procedures].

4. Governance and Management

• Management Powers and Day-to-Day Control: [Description of Management Roles and Responsibilities].
• Decision-Making Authorities for Major Business Actions:
  • Admissions: [Voting Threshold, e.g., Unanimous Consent]
  • Financing: [Voting Threshold]
  • Asset Sales: [Voting Threshold]
  • Dissolution: [Voting Threshold]
  • Borrowings: [Voting Threshold]
• Voting Thresholds:
  • Unanimous: Requires agreement of all partners.
  • Majority: Requires agreement of more than 50% of ownership interests.
  • Supermajority: Requires agreement of [Percentage]% of ownership interests.
• Partner Meetings:
  • Frequency: [Frequency, e.g., Monthly, Quarterly].
  • Notice Requirements: [Number] days prior written notice.
  • Quorum: [Percentage]% of ownership interests represented.
• Record-Keeping Obligations: [Description of Record-Keeping].

5. Bank Accounts and Financial Management

• Bank Account Requirements: [Name of Bank], [Account Type].
• Joint Signatory Procedures: [Specific Procedures].
• Rules for Handling and Recordation of Funds: [Detailed Rules].

6. Admission, Assignment, and Withdrawal

• Admission of New Partners: [Procedures and Requirements].
• Assignment or Transfer of Interests:
  • Option A: Requires consent of all remaining partners.
  • Option B: Permitted with notice to remaining partners.
• Mandatory or Optional Buyouts: [Triggers for Buyouts].
• Withdrawal or Voluntary Resignation: [Procedures for Withdrawal].
• Expulsion of Defaulting Partners: [Grounds for Expulsion and Procedures].
• Buy-Sell Agreement:
  • Triggers: [Specific Triggers].
  • Valuation Methods: [Description of Valuation Methods].
  • Colorado-Specific Waiting Periods or Rights of First Refusal: [Details].

7. Liability Allocations and Limitations

• Joint and Several Liability: Partners acknowledge and agree to joint and several liability for partnership debts to the extent required by Colorado law.
• Indemnification Provisions: [Description of Indemnification Provisions].
• Insurance Provisions: [Required Insurance Coverage].

8. Regulatory Compliance

• Local and State Regulatory Compliance Obligations: [Specific Obligations].
• Industry Licensing or Registration Requirements: [Applicable Requirements].
• Filings with the Colorado Secretary of State: [Required Filings].

9. Dispute Resolution

• Choice-of-Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.
• Exclusive Jurisdiction: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Colorado.
• Dispute Resolution Procedures:
  • Option A: Mandatory Internal Mediation.
  • Option B: Binding Arbitration in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation.

10. Accounting and Tax Matters

• Accounting Methods: [Description of Accounting Methods].
• Fiscal Year: [Month] to [Month].
• Audit Rights: [Description of Audit Rights].
• Tax Compliance:
  • Apportionment for CO Income Tax: [Method of Apportionment].
  • Collection of Sales/Use Tax: [Responsibility for Collection].
  • Partnership Tax Election Matters: [Description of Elections].

11. Confidentiality, Non-Compete, and Non-Solicitation

• Confidentiality: [Description of Confidentiality Obligations].
• Non-Compete: [Description of Non-Compete Provisions, including duration and geographic scope].
• Non-Solicitation: [Description of Non-Solicitation Provisions].

12. Representations and Warranties

• Partner 1 Representations and Warranties: [Specific Representations and Warranties].
• Partner 2 Representations and Warranties: [Specific Representations and Warranties].
• Ongoing Covenants: Each partner covenants to act in good faith and fair dealing in compliance with the Colorado Uniform Partnership Act.

13. Events of Default and Deadlock Resolution

• Events of Default: [Specific Events of Default].
• Partner Deadlock Resolution Mechanisms: [Description of Mechanisms].
• Force Majeure: [Definition of Force Majeure Events].

14. Dissolution and Winding Up

• Causes for Dissolution: [Specific Causes].
• Notification Requirements: [Specific Requirements].
• Wind-Up Procedures: [Detailed Procedures].
• Account Settlement: [Procedures for Settlement].
• Asset Disposition Priorities: [Order of Priorities].
• Final Reporting: [Requirements for Final Reporting].

15. Amendments

• Amendments to this Agreement must be in writing and signed by all partners.

16. Miscellaneous Colorado-Specific Provisions

• Statement of Partnership Existence and Non-Corporate Status: The parties intend to create a partnership under Colorado law and not a corporation.
• Compliance with Anti-Discrimination Laws: The Joint Venture shall comply with all applicable Colorado anti-discrimination laws.
• Environmental and Land Use Considerations: [Specific Environmental and Land Use Considerations].
• Cannabis Industry or Other Highly Regulated Sector Compliance (if applicable): [Compliance Details].
• Public Benefit Corporation or Cooperative Partnership Frameworks (if relevant): [Applicable Frameworks].
• Assignment of Responsibility for Local Business Licenses and Insurance: [Assignment Details].

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

_______________________________
[Partner 1 Name]

_______________________________
[Partner 2 Name]