Connecticut joint venture agreement template

Connecticut Joint Venture Agreement

This Connecticut Joint Venture Agreement (the "Agreement") is made and entered into as of this [Date] day of [Month], [Year], by and between:

[Legal Name of Joint Venturer 1], a [Entity Type, e.g., Corporation, LLC] organized and existing under the laws of Connecticut, with its principal place of business at [Address], and its representative [Name of Representative], holding the position of [Title of Representative] ("Venturer 1").

[Legal Name of Joint Venturer 2], a [Entity Type, e.g., Corporation, LLC] organized and existing under the laws of Connecticut, with its principal place of business at [Address], and its representative [Name of Representative], holding the position of [Title of Representative] ("Venturer 2").

1. Formation and Purpose

Option A: Formation of Joint Venture

The parties hereby agree to form a joint venture (the "Joint Venture") under the laws of the State of Connecticut.

Option B: No Separate Entity

The parties do not intend to form a separate legal entity, but rather to operate the Joint Venture as a contractual undertaking.

Option C: Future Incorporation

The parties intend to incorporate the Joint Venture as a Connecticut corporation within [Number] months of the Effective Date.

Option A: Purpose

The purpose of the Joint Venture is to [Describe the specific purpose of the Joint Venture in detail], within the industry sector of [Industry Sector], focusing geographically on [Geographic Area, e.g., Connecticut, New England].

Option B: Scope of Business

The scope of the Joint Venture’s business activities shall include, but not be limited to: [List specific activities, e.g., development, marketing, sales].

Option C: Specific Objectives

The Joint Venture's specific objectives are as follows: [List specific objectives, e.g., achieve a certain market share, develop a specific product].

2. Contributions and Ownership

Option A: Initial Capital Contributions

Venturer 1 shall contribute [Amount] in cash or [Description of Property] valued at [Amount].

Venturer 2 shall contribute [Amount] in cash or [Description of Services] valued at [Amount].

Option B: Valuation of Non-Cash Contributions

The valuation of non-cash contributions shall be determined by [Method of Valuation, e.g., independent appraisal, mutual agreement].

Option C: Proportionate Ownership and Voting

Based on the initial contributions, Venturer 1 shall own [Percentage]% and have [Percentage]% of the voting rights, and Venturer 2 shall own [Percentage]% and have [Percentage]% of the voting rights.

3. Management

Option A: Joint Management Committee

The Joint Venture shall be managed by a Joint Management Committee consisting of [Number] representatives from each Venturer.

Option B: Managing Partner

Venturer [Number, e.g., 1 or 2] shall be the Managing Partner and responsible for the day-to-day operations of the Joint Venture.

Option C: Appointed Officers

The Joint Venture shall have appointed officers, including a President, Secretary, and Treasurer, whose roles and responsibilities are defined in [Reference to Attachment or Schedule].

Option A: Decision Thresholds

Major decisions shall require [Unanimity, Super-Majority, Simple Majority] of the Management Committee.

Option B: Appointment and Removal

The appointment and removal of officers shall require [Unanimity, Super-Majority, Simple Majority] of the Management Committee.

Option C: Formal Requirements for Action

All actions of the Management Committee shall be documented in writing and maintained as part of the Joint Venture's records.

4. Meetings

Option A: Regular Meetings

Regular meetings of the Joint Venture shall be held [Frequency, e.g., monthly, quarterly], with a quorum of [Number or Percentage] of the representatives.

Option B: Special Meetings

Special meetings may be called by either Venturer with [Number] days' notice.

Option C: Minute-Keeping

Minutes shall be kept of all meetings and distributed to all Venturers within [Number] days of the meeting.

5. Profits and Losses

Option A: Allocation of Profits and Losses

Profits and losses shall be allocated to the Venturers in proportion to their ownership percentages as defined in Section 2.

Option B: Distribution Frequency

Distributions of profits shall be made [Frequency, e.g., quarterly, annually].

Option C: Tax Allocations

Tax allocations shall be made in accordance with Connecticut and federal tax law.

[Name of Venturer] shall serve as the Tax Matters Partner/Representative.

6. Liability and Indemnification

Option A: Allocation of Liability

Each Venturer shall be liable for the debts and obligations of the Joint Venture in proportion to their ownership percentage.

Option B: Indemnification

Each Venturer shall indemnify and hold harmless the other Venturer from any claims or liabilities arising out of its own negligence or willful misconduct.

Option C: Insurance

The Joint Venture shall maintain insurance coverage in amounts appropriate to its business activities, including [Types of Insurance, e.g., general liability, workers' compensation].

7. Admission of New Venturers

Option A: Admission Criteria

The admission of new Venturers shall require the consent of [Unanimity, Super-Majority, Simple Majority] of the existing Venturers.

Option B: Capital Requirements

New Venturers shall be required to contribute capital in an amount to be determined by the existing Venturers.

Option C: Adjustment of Interests

The ownership interests of the existing Venturers shall be adjusted to reflect the admission of the new Venturer and their capital contribution.

8. Exit and Termination

Option A: Voluntary Withdrawal

A Venturer may withdraw from the Joint Venture upon [Number] months' written notice to the other Venturer.

Option B: Compulsory Removal

A Venturer may be removed from the Joint Venture for [Reasons for Removal, e.g., breach of contract, gross negligence] by a [Unanimity, Super-Majority, Simple Majority] vote of the other Venturer.

Option C: Buyout Procedures

Upon withdrawal or removal, the withdrawing or removed Venturer shall be entitled to a buyout of their interest, the value of which shall be determined by [Method of Valuation, e.g., independent appraisal, formula].

Option A: Right of First Refusal

The remaining Venturer shall have a right of first refusal to purchase the withdrawing or removed Venturer's interest.

Option B: Non-Competition

The withdrawing or removed Venturer shall be subject to a non-competition agreement for a period of [Number] years within [Geographic Area].

Option C: Non-Solicitation

The withdrawing or removed Venturer shall be subject to a non-solicitation agreement for a period of [Number] years pertaining to Joint Venture's clients and employees.

9. Assignment

Option A: Restriction on Assignment

Neither Venturer may assign its interest in the Joint Venture without the prior written consent of the other Venturer, which consent shall not be unreasonably withheld.

Option B: Permitted Transfers

Notwithstanding the foregoing, a Venturer may assign its interest to [Permitted Transferees, e.g., its affiliates, its successors].

10. Tax Provisions

Option A: Tax Reporting

The Joint Venture shall be responsible for preparing and filing all required tax returns.

Option B: Connecticut Partnership Taxes

The Joint Venture shall comply with all applicable Connecticut partnership tax laws.

Option C: Apportionment of Income

Connecticut source income shall be apportioned between the Venturers in accordance with their ownership percentages.

11. Books and Records

Option A: Maintenance of Records

The Joint Venture shall maintain complete and accurate books and records in accordance with generally accepted accounting principles (GAAP) and Connecticut law.

Option B: Audit Rights

Each Venturer shall have the right to audit the Joint Venture's books and records at any time during normal business hours.

Option C: Reporting Requirements

The Joint Venture shall provide the Venturers with annual and periodic financial reports.

12. Regulatory Compliance

Option A: Industry Specific Compliance

The Joint Venture shall comply with all applicable Connecticut regulatory licensing and compliance requirements specific to the [Industry Sector] industry.

Option B: Ongoing Compliance

The Venturers shall be responsible for monitoring and updating the Joint Venture's compliance with all applicable laws and regulations.

13. Amendment

Option A: Amendment Procedures

This Agreement may be amended only by a written instrument signed by both Venturers.

Option B: Required Approvals

Any amendment shall require the [Unanimity, Super-Majority, Simple Majority] approval of the Venturers.

14. Dispute Resolution

Option A: Mediation

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Connecticut before resorting to arbitration or litigation.

Option B: Arbitration

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in Connecticut in accordance with the rules of the American Arbitration Association.

Option C: Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. The venue for any legal action shall be in the courts of Connecticut.

15. Dissolution

Option A: Dissolution Events

The Joint Venture shall dissolve upon the occurrence of any of the following events: [Events Triggering Dissolution, e.g., agreement of the parties, expiration of term, bankruptcy of a party].

Option B: Winding Up

Upon dissolution, the Venturers shall wind up the affairs of the Joint Venture in accordance with Connecticut law.

Option C: Asset Distribution

The assets of the Joint Venture shall be distributed to the Venturers in proportion to their ownership percentages after payment of all debts and obligations.

16. Succession

Option A: Death or Incapacity

In the event of the death or incapacity of a Venturer, the Joint Venture shall [Option: continue with the successor, terminate].

Option B: Bankruptcy

In the event of the bankruptcy of a Venturer, the other Venturer shall have the option to [Option: purchase the bankrupt Venturer's interest, terminate].

17. Compliance with Connecticut Law

Option A: Connecticut Partnership Act

This Agreement shall be governed by and construed in accordance with the Connecticut Uniform Partnership Act.

Option B: Business Filings

The Venturers shall be responsible for filing all required documents with the Connecticut Secretary of the State.

Option C: Agent for Service

[Name of Agent], located at [Address of Agent], is hereby appointed as the Joint Venture's agent for service of process in Connecticut.

18. Confidentiality

Option A: Confidential Information

Each Venturer agrees to hold confidential all information relating to the Joint Venture's business.

Option B: Exceptions

The obligation of confidentiality shall not apply to information that is publicly available or required to be disclosed by law.

19. Insurance

Option A: Required Coverage

The Joint Venture shall maintain insurance coverage in amounts appropriate to its business activities, including [Types of Insurance, e.g., general liability, workers' compensation].

Option B: Coverage Levels

The minimum coverage levels shall be [Amount] for general liability and [Amount] for workers' compensation.

20. Force Majeure

Option A: Force Majeure Events

Neither Venturer shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including [Examples of Force Majeure Events, e.g., acts of God, war, strikes].

21. Severability

Option A: Severability Clause

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Representations and Warranties

Option A: Venturer 1 Representations

Venturer 1 represents and warrants that it has the legal authority to enter into this Agreement.

Option B: Venturer 2 Representations

Venturer 2 represents and warrants that it has the legal authority to enter into this Agreement.

23. Counterparts

Option A: Counterparts Clause

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.

24. Attachments

The following documents are attached to and incorporated into this Agreement:

[Business Plan]

[Budget]

[Schedule of Property Contributed]

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

[Legal Name of Joint Venturer 1]

By: [Name of Representative]

Title: [Title of Representative]

[Legal Name of Joint Venturer 2]

By: [Name of Representative]

Title: [Title of Representative]