Hawaii joint venture agreement template

Hawaii Joint Venture Agreement

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

[Venturer 1 Name], residing at [Venturer 1 Address], an individual, and

[Venturer 2 Name], located at [Venturer 2 Address], a [Entity Type, e.g., corporation, partnership, LLC] organized under the laws of [State of Incorporation/Formation].

Each of the above-named parties is referred to individually as a "Venturer" and collectively as the "Venturers."

WHEREAS, the Venturers desire to form a joint venture partnership under Hawaii Revised Statutes Chapter 425 (Uniform Partnership Act);

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

Formation and Purpose

Option A: Formation of Joint Venture

The Venturers hereby form a joint venture (the "Joint Venture") under the laws of the State of Hawaii. This Joint Venture shall be structured as a [Specify partnership structure, e.g., general partnership] and is not registered as a corporation or LLC.

Option B: No separate entity

The parties agree that the Joint Venture is formed on a contractual basis without creating a separate legal entity.

Business Purpose and Objectives

The purpose of the Joint Venture is to [Describe specific business purpose and objectives in Hawaii]. This includes, but is not limited to, [Specific Objectives, e.g., developing a specific real estate project, providing consulting services in a specific industry].

Principal Place of Business

The principal place of business of the Joint Venture shall be located at [Address of Principal Place of Business in Hawaii].

Duration

The term of this Joint Venture shall commence on the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided herein.

Geographic Scope

The geographic scope of the Joint Venture's activities shall be limited to [Specify geographic scope, e.g., the State of Hawaii, the island of Oahu].

Capital Contributions

Initial Capital Contributions

[Venturer 1 Name] shall contribute [Describe contribution: cash, property, services, intangibles] valued at [Dollar Amount].

[Venturer 2 Name] shall contribute [Describe contribution: cash, property, services, intangibles] valued at [Dollar Amount].

Additional Capital Contributions

Option A: Mandatory

The Venturers agree to contribute additional capital as needed. Any additional capital calls shall be made upon a [Percentage]% vote of the Venturers.

Option B: Discretionary

Additional capital contributions are discretionary, and no Venturer shall be required to contribute additional capital.

Failure to Contribute

If a Venturer fails to contribute the required capital within [Number] days of the capital call, the other Venturers shall have the option to [Specify options, e.g., loan the defaulting Venturer the amount, reduce the defaulting Venturer's ownership percentage].

Allocation of Profits, Losses, and Tax Items

Profits and Losses

Profits and losses of the Joint Venture shall be allocated as follows:

[Venturer 1 Name]: [Percentage]%

[Venturer 2 Name]: [Percentage]%

Tax Items

All tax items shall be allocated in accordance with Hawaii general partnership taxation principles. The Joint Venture shall file an N-20 Partnership Return. The Venturers acknowledge their responsibility for General Excise Tax (GET) and other local excises.

Management and Control

Managing Venturer

[Venturer Name] shall serve as the Managing Venturer and shall be responsible for the day-to-day operations of the Joint Venture.

Management Committee

A Management Committee shall be formed, consisting of [Number] representatives from each Venturer.

Voting Rights

Voting rights shall be allocated as follows: [Describe voting rights, e.g., per capita, percentage based on capital contribution].

Limitations on Authority

The Managing Venturer shall not [Specify limitations, e.g., enter into contracts exceeding $[Amount] without approval, sell Joint Venture assets without unanimous consent].

Financial Matters

Banking Arrangements

The Joint Venture shall maintain accounts at [Name of Hawaii Financial Institution] in Hawaii.

Accounting Method

The Joint Venture shall use the [Cash or Accrual] method of accounting.

Financial Reporting

The Managing Venturer shall provide regular financial reports to all Venturers on a [Frequency, e.g., monthly, quarterly] basis.

Fiscal Year

The fiscal year of the Joint Venture shall end on [Date].

Liability and Indemnification

Liability

The Venturers acknowledge that they are jointly and severally liable for the debts and obligations of the Joint Venture under Hawaii partnership law, unless specifically limited.

Indemnification

Each Venturer shall indemnify and hold harmless the other Venturers from and against any and all losses, damages, liabilities, claims, and expenses (including reasonable attorneys' fees) arising out of or relating to the Joint Venture's business, except to the extent such losses, damages, liabilities, claims, and expenses are caused by the gross negligence or willful misconduct of the indemnified party.

Insurance

The Joint Venture shall maintain insurance coverage, including workers' compensation and liability coverage, in accordance with Hawaii law.

Meetings of Joint Venturers

Regular Meetings

The Venturers shall hold regular meetings at least [Frequency, e.g., quarterly].

Notice

Notice of meetings shall be given at least [Number] days prior to the meeting date.

Location

Meetings shall be held in [City, Hawaii].

Admission of New Venturers

Approval

The admission of any new Venturer shall require the approval of [Percentage]% of the existing Venturers.

Buy-In

Any new Venturer shall be required to contribute capital in an amount to be determined by the existing Venturers.

Transfer of Interests

Restriction

No Venturer shall transfer, assign, or encumber their interest in the Joint Venture without the prior written consent of the other Venturers.

Right of First Refusal

In the event a Venturer desires to transfer their interest, the other Venturers shall have a right of first refusal to purchase such interest.

Dispute Resolution

Mediation

Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [County, Hawaii] before resorting to arbitration.

Arbitration

If mediation fails, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, applying Hawaii law.

Dissolution and Winding Up

Events Triggering Dissolution

This Joint Venture shall dissolve upon the occurrence of any of the following events: [List events, e.g., completion of the business purpose, unanimous vote of the Venturers, expiration of the term].

Winding Up

Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed to the Venturers in accordance with their respective ownership percentages, after payment of all debts and liabilities, including Hawaii taxes.

Industry-Specific Requirements

Licensing and Permits

The Joint Venture shall obtain and maintain all necessary licenses and permits required for its business activities in Hawaii.

Compliance

The Joint Venture shall comply with all applicable Hawaii laws and regulations, including but not limited to those related to [List specific areas, e.g., environmental protection, land use].

Intellectual Property

Ownership

Intellectual property developed by the Joint Venture shall be owned by [Specify ownership, e.g., the Joint Venture, the Venturers jointly].

Confidentiality

Obligation

Each Venturer shall maintain the confidentiality of all confidential information of the Joint Venture.

Compliance with Laws

Labor Laws

The Joint Venture shall comply with all applicable Hawaii and federal labor laws.

Environmental Laws

The Joint Venture shall comply with all applicable Hawaii environmental laws.

Notices

Method of Delivery

All notices shall be in writing and may be delivered by [Specify acceptable methods, e.g., email, certified mail, personal delivery].

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.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Amendment

This Agreement may be amended only by a written instrument signed by all of the Venturers.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.

Schedules and Exhibits

The following schedules and exhibits are attached to and incorporated into this Agreement:

Exhibit A: [Description of Exhibit A]

Exhibit B: [Description of Exhibit B]

Hawaii-Specific Provisions

Local Compliance

The Joint Venture shall comply with all local Hawaii business registration, biennial reporting, and trade name/dba filing requirements.

Cultural Sensitivity

[If applicable] The Joint Venture shall adhere to the following protocols for engagement with local authorities and Native Hawaiian groups: [Specify Protocols].

Tax Withholding

The Joint Venture shall comply with all tax withholding and reporting requirements for non-US or non-Hawaii partner distributions.

Acknowledgment of Hawaii Law

The Venturers acknowledge that Hawaii law, tax, and business practices are unique and that they have received or been advised to seek Hawaii counsel prior to signing this Agreement.

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

[Venturer 1 Name]

Signature: ____________________________

[Venturer 2 Name]

Signature: ____________________________