Georgia joint venture agreement template

Georgia Joint Venture Agreement

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

• [Party A Name], whose address is [Party A Address], and whose principal place of business is [Party A Principal Place of Business], a [Party A Legal Form, e.g., Corporation] organized and existing under the laws of [Party A State of Incorporation] ("[Party A Short Name]"); and
• [Party B Name], whose address is [Party B Address], and whose principal place of business is [Party B Principal Place of Business], a [Party B Legal Form, e.g., LLC] organized and existing under the laws of [Party B State of Organization] ("[Party B Short Name]").

Recitals

A. [Party A Short Name] and [Party B Short Name] desire to form a joint venture under the laws of the State of Georgia for the purpose of [Briefly Describe Purpose, e.g., developing a real estate project].

B. The parties acknowledge and agree that this Agreement creates a joint venture and not a general partnership, and nothing in this Agreement shall be construed to create any other type of business entity.

C. The parties believe that this joint venture will be mutually beneficial and in their best interests.

Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

Article 1: Formation and Name

• Option A: The parties hereby form a joint venture partnership under the laws of the State of Georgia, effective as of the date first written above. The name of the joint venture shall be [Joint Venture Name].
• Option B: The parties shall take all necessary steps to register the joint venture with the Georgia Secretary of State if required.

Article 2: Purpose

• Option A: The purpose of the Joint Venture is to [Specifically Describe Business Purpose, e.g., construct, market, and sell residential properties in Fulton County, Georgia]. The Joint Venture shall operate primarily within [Geographic Scope, e.g., the State of Georgia].
• Option B: The Joint Venture may engage in activities reasonably related to or necessary for the accomplishment of the stated purpose.
• Option C: The Joint Venture shall not engage in [Specific prohibited activities].

Article 3: Principal Place of Business

• Option A: The principal place of business of the Joint Venture shall be located at [Joint Venture Principal Office Address], Georgia.
• Option B: The Joint Venture may establish additional operational locations as needed.

Article 4: Term

• Option A: The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless earlier terminated as provided herein.
• Option B: The term of this Agreement shall continue until the completion of the Project, defined as [Definition of Project Completion].
• Option C: This Agreement may be terminated at any time by mutual written consent of the parties.

Article 5: Capital Contributions

• Option A: [Party A Short Name] shall contribute [Amount] in cash.
• Option B: [Party B Short Name] shall contribute [Description of Property], valued at [Amount].
• Option C: The initial capital contributions shall be made within [Number] days of the Effective Date.
• Option D: Future capital contributions shall be required as determined by the [Management Committee/Managing Partner]. The procedure for capital calls shall be [Describe Procedure].
• Option E: If a party fails to contribute additional capital when required, the consequences shall be [Describe Consequences, e.g., dilution of ownership, monetary penalties].

Article 6: Ownership and Profit/Loss Sharing

• Option A: The ownership percentages in the Joint Venture shall be: [Party A Short Name]: [Percentage]%; [Party B Short Name]: [Percentage]%.
• Option B: Profits and losses shall be shared in proportion to the ownership percentages.
• Option C: Distributions shall be made [Frequency, e.g., quarterly] to the partners in proportion to their ownership percentages.
• Option D: [Designated Party] shall be the Tax Matters Partner for the Joint Venture, responsible for all required filings in Georgia.

Article 7: Management

• Option A: The management of the Joint Venture shall be vested in a Management Committee consisting of [Number] representatives from each party. [Party A Short Name] will appoint [Number] members and [Party B Short Name] will appoint [Number] members.
• Option B: All major decisions, including [List Major Decisions, e.g., incurring debt, acquiring assets], shall require the consent of a majority of the Management Committee members.
• Option C: Day-to-day operations shall be managed by [Designated Party or Position].
• Option D: Decisions by the Management Committee will require a [Percentage] vote for approval.

Article 8: Authority

• Option A: No party shall have the authority to bind the Joint Venture except as specifically authorized by this Agreement or by the Management Committee. Reference: O.C.G.A. § 14-8-9
• Option B: The authority of each partner to act on behalf of the Joint Venture is limited to [Specific limitations].

Article 9: Transfer of Interest

• Option A: No party may transfer, assign, or encumber its interest in the Joint Venture without the prior written consent of the other party.
• Option B: If a party desires to transfer its interest, it shall first offer the interest to the other party at a price determined by [Valuation Method].
• Option C: The non-transferring party shall have [Number] days to accept or reject the offer.

Article 10: Liability and Indemnification

• Option A: Each party shall be jointly and severally liable for the obligations of the Joint Venture, as provided by Georgia law.
• Option B: Each party shall indemnify and hold harmless the other party from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the indemnifying party's breach of this Agreement or negligence.

Article 11: Insurance

• Option A: The Joint Venture shall maintain insurance coverage for [List Coverages, e.g., general liability, property damage] in amounts deemed adequate by the Management Committee.
• Option B: [Designated Party] shall be responsible for obtaining and maintaining the required insurance coverage.

Article 12: Records and Accounting

• Option A: The Joint Venture shall maintain accurate and complete books and records in accordance with generally accepted accounting principles (GAAP).
• Option B: [Designated Party] shall be responsible for maintaining the books and records.
• Option C: An annual audit shall be conducted by [Auditor Name or Description].

Article 13: Confidentiality

• Option A: Each party shall maintain the confidentiality of all confidential information relating to the Joint Venture.
• Option B: Confidential information shall include [Definition of Confidential Information].
• Option C: This confidentiality obligation shall survive the termination of this Agreement.

Article 14: Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration] in [County] County, Georgia.
• Option B: The laws of the State of Georgia shall govern the interpretation and enforcement of this Agreement.

Article 15: Dissolution

• Option A: This Joint Venture shall dissolve upon the occurrence of any of the following events: [List Events, e.g., completion of the Project, mutual agreement of the parties].
• Option B: Upon dissolution, the assets of the Joint Venture shall be distributed to the parties in proportion to their ownership percentages after payment of all liabilities. Winding up procedures will follow Georgia Uniform Partnership Act as applicable.
• Option C: [Designated Party] shall be responsible for winding up the affairs of the Joint Venture.

Article 16: Default

• Option A: If a party materially defaults in the performance of its obligations under this Agreement, the non-defaulting party shall have the right to [Remedies, e.g., terminate the Agreement, pursue legal action].
• Option B: The defaulting party shall have [Number] days to cure the default after written notice from the non-defaulting party.

Article 17: Notices

• Option A: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, certified or registered, postage prepaid, addressed to the party at the address set forth above.

Article 18: Entire Agreement

• Option A: 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.

Article 19: Amendments

• Option A: This Agreement may be amended only by a written instrument signed by both parties.

Article 20: Severability

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

Article 21: Waiver

• Option A: 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.

Article 22: Counterparts

• 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.

Article 23: Georgia Law

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

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

[Party A Name]

By: [Party A Authorized Representative Name]

Title: [Party A Authorized Representative Title]

[Party B Name]

By: [Party B Authorized Representative Name]

Title: [Party B Authorized Representative Title]

Exhibits and Schedules:

• Exhibit A: Capital Contribution Schedule
• Exhibit B: Business Plan