Delaware joint venture agreement template

Delaware Joint Venture Agreement

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

• [Name of Partner 1], a [Legal Form of Partner 1, e.g., corporation, LLC, individual], with a principal place of business at [Address of Partner 1], and if an entity, formed in [State of Formation] (hereinafter “Partner 1”); and
• [Name of Partner 2], a [Legal Form of Partner 2, e.g., corporation, LLC, individual], with a principal place of business at [Address of Partner 2], and if an entity, formed in [State of Formation] (hereinafter “Partner 2”).

RECITALS

WHEREAS, Partner 1 and Partner 2 desire to form a joint venture pursuant to the Delaware Revised Uniform Partnership Act (6 Del.C. § 15-101, et seq.) for the purpose of [Business Purpose of Joint Venture].

WHEREAS, the parties intend that this Joint Venture shall be treated as a partnership for U.S. federal and Delaware tax purposes.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

Formation and Name

• Option A: Formation: The parties hereby form a joint venture (the “Joint Venture”) under the laws of the State of Delaware, effective as of the date first written above. The Joint Venture shall be governed by the Delaware Revised Uniform Partnership Act.
• Option B: Name: The name of the Joint Venture shall be [Joint Venture Name]. The Joint Venture may conduct business under that name or such other name as the Management Committee may approve.

Purpose and Scope

• Option A: Business Purpose: The purpose of the Joint Venture is to [Detailed Description of Business Purpose]. The scope of the Joint Venture's activities shall be limited to those activities directly related to and necessary for achieving the Business Purpose.
• Option B: Industry Focus: The Joint Venture will focus on the [Specific Industry] industry.
• Option C: Specific Project/Asset: The Joint Venture will be focused on [Specific Project or Asset].

Principal Place of Business and Registered Office

• The principal place of business of the Joint Venture shall be located at [Principal Place of Business Address].
• The registered office of the Joint Venture in Delaware shall be located at [Delaware Registered Office Address], and its registered agent at such address shall be [Name of Registered Agent].

Term and Termination

• Option A: Term: The term of this Agreement shall commence on the Effective Date and continue for a period of [Number] years, unless sooner terminated as provided herein.
• Option B: Renewal: Upon the expiration of the initial term, this Agreement shall automatically renew for successive [Number] year terms unless either party gives written notice of termination at least [Number] days prior to the expiration of the then-current term.
• Option C: Termination Triggers: This Agreement may be terminated upon the occurrence of any of the following events:
  • The mutual written consent of all partners.
  • The dissolution or bankruptcy of either Partner.
  • [Other Termination Triggers]

Capital Contributions

• Option A: Initial Contributions: Partner 1 shall contribute [Description of Contribution, e.g., cash, property, services] valued at [Dollar Amount]. Partner 2 shall contribute [Description of Contribution, e.g., cash, property, services] valued at [Dollar Amount].
• Option B: Future Funding: Future capital contributions shall be determined by the Management Committee and shall be made by each Partner in proportion to their respective Percentage Interests (as defined below).
• Option C: Capital Calls: The Management Committee shall have the authority to make capital calls upon the Partners upon [Specific Circumstances Triggering Capital Calls].
• Option D: Failure to Fund: If a Partner fails to contribute its required capital contribution, the other Partner shall have the option to [Remedy for Failure to Fund, e.g., loan the funds, dilute the non-contributing partner's interest].

Ownership and Profit/Loss Sharing

• Option A: Percentage Interests: The percentage interests in the Joint Venture shall be as follows: Partner 1: [Percentage]%, Partner 2: [Percentage]%.
• Option B: Profit/Loss Allocation: Profits and losses of the Joint Venture shall be allocated to the Partners in proportion to their respective Percentage Interests.

Delaware Tax Treatment

• Option A: Partnership Taxation: The Joint Venture shall be treated as a partnership for U.S. federal and Delaware tax purposes.
• Option B: Tax Representative: The Partnership Representative, as defined by Section 6223 of the Internal Revenue Code, shall be [Name of Tax Representative].
• Option C: K-1 Distribution: The Joint Venture shall prepare and distribute Schedule K-1s to each Partner on or before [Date] of each year.
• Option D: State and Local Tax Filings: The Joint Venture shall be responsible for filing all required state and local tax returns in Delaware. The partners will cooperate to ensure SunDoc Delaware annual franchise tax compliance.

Governance Structure

• Option A: Management Committee: The Joint Venture shall be managed by a Management Committee consisting of [Number] representatives, [Number] appointed by Partner 1 and [Number] appointed by Partner 2.
• Option B: Voting Rights: Each member of the Management Committee shall have one vote.
• Option C: Voting Thresholds: The following actions shall require the affirmative vote of [Percentage]% of the Management Committee:
  • [List of Major Actions Requiring Supermajority Approval]
• Option D: Meetings: The Management Committee shall meet at least [Frequency] and upon [Number] days' notice. Meetings may be held in Delaware or elsewhere.

Operational Authority

• Option A: Managing Partner/Manager: [Name of Managing Partner/Manager] shall be the Managing Partner/Manager of the Joint Venture and shall be responsible for the day-to-day operations of the Joint Venture, subject to the oversight of the Management Committee.
• Option B: Reserved Powers: The following powers are reserved to the Management Committee and may not be exercised by the Managing Partner/Manager without the prior approval of the Management Committee:
  • [List of Powers Reserved to Management Committee]

Partner Admissions, Withdrawals, and Transfers

• Option A: Partner Admissions: No new Partner may be admitted to the Joint Venture without the unanimous written consent of all existing Partners.
• Option B: Voluntary Withdrawal: A Partner may voluntarily withdraw from the Joint Venture upon [Number] days' written notice to the other Partner.
• Option C: Involuntary Withdrawal: A Partner may be involuntarily withdrawn from the Joint Venture upon the occurrence of [Events Triggering Involuntary Withdrawal].
• Option D: Transfer of Interests: No Partner may transfer or assign its interest in the Joint Venture without the prior written consent of the other Partner, which consent shall not be unreasonably withheld.
• Option E: Right of First Refusal/Offer: Prior to transferring or assigning its interest, the transferring Partner must offer the other Partner a right of first refusal/offer to purchase such interest.
• Option F: Buy-Sell: Upon the occurrence of [Buy-Sell Triggering Events], either Partner may initiate a buy-sell process.

Liability Allocation

• Option A: Limitation of Liability: To the fullest extent permitted by Delaware law, no Partner shall be liable to the other Partner for any act or omission in connection with the operation of the Joint Venture, except for acts of gross negligence or willful misconduct.
• Option B: Indemnification: The Joint Venture shall indemnify each Partner against any loss, damage, or expense (including reasonable attorneys' fees) incurred by such Partner in connection with the operation of the Joint Venture, except to the extent such loss, damage, or expense is attributable to the Partner's gross negligence or willful misconduct.

Banking, Accounting, and Record-Keeping

• The Joint Venture shall maintain its books and records at its principal place of business in accordance with generally accepted accounting principles (GAAP).
• Each Partner shall have the right to inspect the books and records of the Joint Venture at any reasonable time.
• The fiscal year of the Joint Venture shall be [Fiscal Year Ending Date].

Dispute Resolution

• Option A: Negotiation: The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
• Option B: Mediation/Arbitration: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation/arbitration in Delaware in accordance with the rules of the American Arbitration Association.
• Option C: Choice of Law/Forum: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Delaware, and the parties hereby consent to the jurisdiction of such courts.

Confidentiality, Non-Compete, and Non-Solicitation

• Option A: Confidentiality: Each Partner shall maintain the confidentiality of all confidential information of the Joint Venture.
• Option B: Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, each Partner shall not engage in any business that is competitive with the business of the Joint Venture within [Geographic Area].
• Option C: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, each Partner shall not solicit any employees or customers of the Joint Venture.

Insurance and Regulatory Compliance

• The Joint Venture shall maintain insurance coverage in such amounts and types as are customary for businesses of similar size and nature.
• The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including all Delaware Secretary of State filings and industry-specific licensing.

Termination and Dissolution

• Upon termination of this Agreement, the Joint Venture shall be dissolved in accordance with the Delaware Revised Uniform Partnership Act.
• The assets of the Joint Venture shall be distributed in the following order of priority:
  • To creditors of the Joint Venture.
  • To Partners in proportion to their positive capital account balances.

Amendment

This Agreement may be amended only by a written instrument signed by all Partners. Any amendment requires the unanimous written consent of all partners to be binding, compliant with requirements under Delaware law.

Conflicts of Interest

Each Partner shall disclose to the other Partner any material conflicts of interest that may arise in connection with the operation of the Joint Venture. To the extent permitted by law, the parties may waive duties of loyalty if disclosed properly.

Regulatory Changes and Legal Compliance

The partners will cooperate to ensure that the joint venture remains compliant with any changes to Delaware or Federal regulations that impact the business.

Required Delaware Business Licenses and Public Policy

The joint venture will obtain any required Delaware business licenses and comply with any applicable economic incentive programs.

Electronic Signatures

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. Facsimile and electronically transmitted signatures shall be considered original signatures for all purposes.

Schedules

• The following schedules are attached to and incorporated into this Agreement:
  • Schedule A: Capital Contributions
  • Schedule B: Partner Information
  • Schedule C: [Other Schedules]

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

[Name of Partner 1]

By: [Signature of Partner 1 Representative]

Name: [Printed Name of Partner 1 Representative]

Title: [Title of Partner 1 Representative]

[Name of Partner 2]

By: [Signature of Partner 2 Representative]

Name: [Printed Name of Partner 2 Representative]

Title: [Title of Partner 2 Representative]