Florida joint venture agreement template

Florida Joint Venture Agreement

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

• [Partner One Full Legal Name], residing at [Partner One Full Address] ("Partner One"); and
• [Partner Two Full Legal Name], residing at [Partner Two Full Address] ("Partner Two").

WHEREAS, Partner One and Partner Two desire to form a joint venture for the purpose of [Joint Venture Purpose] in the State of Florida;

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

Formation and Nature of Joint Venture

• Option A: The parties hereby form a [General Partnership/Limited Partnership/Contractual Joint Venture], a joint venture under the laws of the State of Florida.
• Option B: It is the express intent of the parties that this Agreement shall not create a legal entity separate and distinct from the parties themselves. This is a contractual joint venture.
• This Joint Venture is distinct from other business entities owned or controlled by the Partners.

Purpose

• The purpose of this Joint Venture is to [Detailed Description of Business Purpose].
• The operational scope of the Joint Venture is limited to [Specific Operational Scope].
• The target market of the Joint Venture is [Targeted Market].
• The main business objectives of the Joint Venture are [Main Business Objectives].
• This joint venture will comply with all applicable Florida licensing and regulatory requirements, including [List of specific Florida licenses/regulations, e.g., occupational license].

Principal Place of Business

• The principal place of business of the Joint Venture shall be located at [Full Address of Principal Place of Business in Florida].
• Additional operational sites: [List of Additional Operational Sites, if any].

Term and Termination

• Option A: The term of this Joint Venture shall commence on the Effective Date and continue for a fixed term of [Number] years, unless sooner terminated as provided herein.
• Option B: The term of this Joint Venture shall commence on the Effective Date and continue until the completion of [Specific Project], unless sooner terminated as provided herein.
• Option C: The term of this Joint Venture shall commence on the Effective Date and continue indefinitely, unless sooner terminated as provided herein.
• Termination conditions:
  • Mutual written agreement of the parties.
  • Material breach of this Agreement by either party.
  • [Other specific termination conditions].
• Renewal/Extension: [Renewal or Extension Options, if any].

Capital Contributions

• Partner One shall contribute [Dollar Amount] in cash and/or [Description of Property], valued at [Dollar Amount], and/or [Description of Services], valued at [Dollar Amount].
• Partner Two shall contribute [Dollar Amount] in cash and/or [Description of Property], valued at [Dollar Amount], and/or [Description of Services], valued at [Dollar Amount].
• All property contributions shall be appraised by [Appraiser Name] according to Florida standards.
• Subsequent Funding:
  • Additional capital calls: [Procedure for Additional Capital Calls].
  • Handling shortfalls: [Procedures for Handling Shortfalls].
  • Consequences of default: [Consequences for Default on Contributions].

Ownership and Distribution

• Partner One shall have a [Percentage] ownership interest in the Joint Venture.
• Partner Two shall have a [Percentage] ownership interest in the Joint Venture.
• Voting percentages are linked to capital contributions.
• Profits, losses, and distributions shall be divided in proportion to ownership interests, in compliance with Florida partnership taxation rules.
• Timing of distributions: [Timing of Distributions].
• Reserves: [Provisions for Reserves].
• Special allocation provisions: [Special Allocation Provisions, if any].

Management

• Roles and rights of Partner One: [Detailed description of Partner One's roles and rights].
• Roles and rights of Partner Two: [Detailed description of Partner Two's roles and rights].
• Decision-making power: [Authority Levels and Decision-Making Power].
• Appointment of managers/committees: [Procedure for Appointment].
• Agency powers and limitations: [Description of Agency Powers and Limitations consistent with FRUPA].

Meetings

• Regular meetings: [Frequency and schedule of regular meetings].
• Special meetings: [Procedure for calling special meetings].
• Advance notice requirements: [Advance Notice Requirements as per Florida law].
• Quorum: [Quorum Requirements].
• Voting thresholds: [Voting Thresholds for Routine Decisions].
• Supermajority/unanimous vote requirements: [Requirements for Significant Actions].

Managing Partners/Key Officers

• Appointment: [Procedure for Appointment].
• Removal: [Procedure for Removal].
• Replacement: [Procedure for Replacement].
• Managing partners owe fiduciary duties to the joint venture, as defined under Florida law.
• Managerial Compensation: [Details of Managerial Compensation].
• Expense reimbursement: [Details of Expense Reimbursement].
• Business conduct standards: [Business Conduct Standards].

New Partners, Withdrawal, and Transfer

• Admission of new partners: [Procedure for Admission].
• Withdrawal/retirement of existing partners: [Procedure for Withdrawal].
• Assignment/transfer of interests: [Procedure for Assignment, including Florida UCC notice requirements].
• Right of first refusal: [Details of Right of First Refusal].
• Buy-sell mechanisms: [Details of Buy-Sell Mechanisms].
• Death, incapacity, or bankruptcy of a partner: [Procedures on Death, Incapacity, or Bankruptcy, with reference to Florida law].

Indemnification and Liability

• Indemnification of partners and managers for actions taken in good faith.
• Limitation of partner liability for partnership debts as per Florida statutes.
• Extent and limits of waivers: [Details of Waivers, especially for personal liability].

Restrictions on Competition and Confidentiality

• Non-compete provisions: [Details of Non-Compete Provisions, compliant with Florida law].
• Confidentiality provisions: [Details of Confidentiality Provisions, compliant with Florida law].

Tax Matters

• The Joint Venture will be classified as a [Partnership/Other] for federal and state tax purposes.
• Tax matters partner/representative: [Name of Tax Matters Partner].
• Allocation of tax credits and incentives: [Details of Allocation].
• Filing obligations: [Description of Filing Obligations].
• Treatment of payments for services: [Details of Treatment].

Record Keeping

• Record-keeping policies: [Details of Record-Keeping Policies].
• Books of account: [Details of Books of Account].
• Inspection rights: [Details of Inspection Rights].
• Required reporting: [Details of Required Reporting].
• All documents are to be maintained at the principal office in Florida.

Dispute Resolution

• Option A: Mediation. The parties agree to attempt to resolve any disputes through mediation in [City, Florida].
• Option B: Arbitration. Any disputes arising out of or relating to this Agreement shall be settled by binding arbitration in [City, Florida], in accordance with the rules of the American Arbitration Association.
• Jurisdiction: The parties consent to the jurisdiction of the courts of [County Name] County, Florida.
• Required statutory notices per Florida law for legal proceedings.

Dissolution

• Conditions for dissolution:
  • Voluntary: [Conditions for Voluntary Dissolution].
  • Involuntary: [Conditions for Involuntary Dissolution].
• Priority of claims: [Priority of Claims in Winding Up].
• Payment of creditors: [Procedure for Payment of Creditors].
• Returning contributions: [Procedure for Returning Contributions].
• Final distribution of assets: [Procedure for Final Distribution of Assets].
• Compliance with Florida dissolution statutes and state tax clearance requirements.

Insurance

• Minimum coverage levels for liability: [Dollar Amount].
• Minimum coverage levels for property: [Dollar Amount].
• Industry-specific risks: [Description of Coverage for Specific Risks].
• Compliance with Florida insurance laws and partner indemnity.

Representations and Warranties

• Each partner represents and warrants that they have the authority to enter into this Agreement.
• Each partner represents and warrants that they are in compliance with all applicable Florida and federal laws.
• Disclosures of litigation or regulatory actions: [Details of Disclosures].

Ancillary Documents

• Attached or referenced:
  • Filings with the Florida Department of State (Division of Corporations).
  • Business licenses and permits.
  • Industry-specific regulatory approvals.

Amendments

• Procedure for proposing amendments: [Procedure for Proposing Amendments].
• Requisite consents: [Requisite Consents].
• Notice provisions: [Notice Provisions].
• Document retention in Florida.

Notices

• Delivery methods: [Email/Certified Mail/In-Person].
• Florida addresses for legal and business communication:
  • Partner One: [Partner One Full Address].
  • Partner Two: [Partner Two Full Address].

Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Entire Agreement: 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.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Additional Florida Statutory Requirements: [List of any additional Florida statutory requirements for particular industries or regulated businesses].

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

____________________________

[Partner One Full Legal Name]

____________________________

[Partner Two Full Legal Name]