Idaho joint venture agreement template

Idaho Joint Venture Agreement

This Idaho Joint Venture Agreement (this "Agreement") is made and effective as of [Effective Date], by and among:

[Joint Venturer 1 Name], whose address is [Joint Venturer 1 Address] ("[Joint Venturer 1 Identifier, e.g., JV1]"); and

[Joint Venturer 2 Name], whose address is [Joint Venturer 2 Address] ("[Joint Venturer 2 Identifier, e.g., JV2]").

(Each a "Joint Venturer" and collectively, the "Joint Venturers").

1. Formation and Purpose

This Agreement forms a joint venture partnership under the Idaho Uniform Partnership Act, Idaho Code Title 53, Chapter 3, to be governed by the provisions of this Agreement and, to the extent not inconsistent with this Agreement, by the laws of the State of Idaho.

Option A: The Joint Venture shall be known as [Joint Venture Name].

Option B: The Joint Venture shall operate under the name [Joint Venture Name], but will not register as a separate legal entity.

The principal place of business of the Joint Venture shall be located at [Joint Venture Address], in Idaho. The Joint Venture shall obtain all necessary state and local business registrations and licenses required to operate its business in Idaho.

The purpose of the Joint Venture is to [Description of Business Purpose].

Option A: The scope of activities of the Joint Venture shall include, but not be limited to, [Detailed List of Activities].

Option B: The Joint Venture shall not engage in [List of Excluded Activities].

The Joint Venture shall comply with all applicable Idaho regulatory requirements, including [List of Industry-Specific Regulations, e.g., environmental, agricultural, construction].

2. Capital Contributions

The initial capital contributions of each Joint Venturer are as follows:

[Joint Venturer 1 Identifier, e.g., JV1]:

Option A: [Dollar Amount] in cash, to be contributed on or before [Date].

Option B: [Description of Property], valued at [Dollar Amount], to be contributed on or before [Date].

Option C: [Description of Services], valued at [Dollar Amount], to be contributed according to the following schedule: [Schedule].

[Joint Venturer 2 Identifier, e.g., JV2]:

Option A: [Dollar Amount] in cash, to be contributed on or before [Date].

Option B: [Description of Property], valued at [Dollar Amount], to be contributed on or before [Date].

Option C: [Description of Intangible Assets] (e.g., intellectual property), valued at [Dollar Amount], to be contributed according to the following terms: [Terms].

All cash contributions shall be deposited into a bank account at [Bank Name], located in Idaho.

Option A: No further capital contributions shall be required.

Option B: Additional capital contributions may be required as determined by a [Percentage]% vote of the Joint Venturers. If a Joint Venturer fails to contribute their share of any additional capital, the other Joint Venturer(s) shall have the right to [Remedies for Default, e.g., dilute the defaulting venturer's ownership, loan the funds at a specified interest rate].

Option C: Under no circumstances shall any Joint Venturer be required to contribute more than [Dollar Amount] in total capital to the Joint Venture.

3. Ownership, Profit and Loss Allocation, and Distributions

The ownership percentages, profit and loss allocations, and rights to distributions shall be as follows:

[Joint Venturer 1 Identifier, e.g., JV1]: [Percentage]%

[Joint Venturer 2 Identifier, e.g., JV2]: [Percentage]%

Profits and losses shall be allocated in proportion to the ownership percentages. Distributions shall be made at the discretion of the Joint Venturers, subject to the needs of the Joint Venture and in compliance with Idaho partnership taxation rules. The Joint Venture shall file all required state and local tax returns, including Idaho composite tax filings and K-1 equivalents.

4. Term and Termination

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

Option A: The term of this Joint Venture may be extended by a written agreement signed by all Joint Venturers.

Option B: This Joint Venture shall automatically terminate upon the occurrence of the following event(s): [List of Triggering Events].

This Joint Venture may be terminated earlier by:

Option A: Mutual written agreement of all Joint Venturers.

Option B: Upon [Number] days written notice by any Joint Venturer to the other Joint Venturer(s), subject to the conditions outlined below.

Option C: The termination shall be handled in accordance with Idaho law.

5. Governance

The governance of the Joint Venture shall be as follows:

Option A: A management committee shall be formed, consisting of [Number] representatives from each Joint Venturer.

Option B: All decisions shall require unanimous consent of the Joint Venturers.

Option C: Routine decisions shall be made by [Designated Manager].

The management committee shall have the following powers and responsibilities: [List of Powers and Responsibilities].

Option A: Each Joint Venturer shall have one vote.

Option B: Voting rights shall be proportional to ownership percentages.

Option C: A [Percentage]% vote shall be required for all major decisions, including [List of Major Decisions, e.g., sale of assets, incurring debt].

In the event of a deadlock, the parties agree to submit the dispute to mandatory mediation in [City, Idaho]. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to take place in [City, Idaho].

Each Joint Venturer shall act in good faith and exercise reasonable care in the performance of its duties. The Joint Venturers acknowledge their fiduciary duties to each other as defined under Idaho law.

6. Authority

No Joint Venturer shall have the authority to incur debt, contract, or otherwise obligate the Joint Venture without the prior written consent of [Required Consent Level, e.g., all Joint Venturers, the management committee].

Affirmative partner consent is required for all major transactions as defined in Section 5(C).

7. Meetings and Records

Regular meetings of the Joint Venturers shall be held at least [Frequency]. Notice of meetings shall be given at least [Number] days in advance. The agenda for each meeting shall be provided to all Joint Venturers at least [Number] days in advance. Quorum for any meeting shall require the presence of Joint Venturers holding at least [Percentage]% of the ownership interests. Minutes of each meeting shall be kept and made available to all Joint Venturers. All records will comply with requirements under Idaho law.

8. Tax Matters

[Joint Venturer 1 Identifier, e.g., JV1] is designated as the Tax Matters Partner/Partnership Representative for purposes of federal and Idaho state tax law. The Tax Matters Partner/Partnership Representative shall be responsible for filing all required tax returns and making all necessary tax elections. The joint venture must adhere to rules by the IRS and the Idaho State Tax Commission.

9. Intellectual Property

All intellectual property developed by the Joint Venture shall be owned as follows: [Description of Ownership, Use, and Licensing Rights].

Option A: Jointly owned by the Joint Venturers in proportion to their ownership percentages.

Option B: Owned solely by [Joint Venturer Name].

Option C: Other: [Describe other arrangement].

The Joint Venture shall take all necessary steps to protect its intellectual property, including filing for patents and trademarks as appropriate and pursuant to state and federal IP policy.

10. Admission of New Partners

No new partners may be admitted to the Joint Venture without the unanimous written consent of all existing Joint Venturers. Any new partner must undergo a background check according to Idaho standards.

The admission of a new partner shall require adjustments to the capital contributions, profit and loss allocations, and ownership percentages, as agreed upon by all Joint Venturers.

11. Exit, Buy-Sell, and Buyout Mechanisms

If a Joint Venturer desires to sell their interest in the Joint Venture, they must first offer the other Joint Venturer(s) a right of first refusal.

The purchase price for a Joint Venturer's interest shall be determined by [Valuation Method, e.g., fair market value as determined by an independent appraiser certified in Idaho].

Option A: The following events shall trigger a buyout: [List of Triggering Events, e.g., death, disability, bankruptcy].

Option B: In the event of a regulatory disqualification or repeated legal non-compliance under Idaho law, the non-compliant partner may be forced to exit the joint venture.

12. Liability and Insurance

The liability of the Joint Venturers shall be governed by Idaho law, including the Idaho Uniform Partnership Act and Idaho Code.

Option A: The Joint Venturers shall be jointly and severally liable for the debts and obligations of the Joint Venture.

Option B: The Joint Venturers shall only be liable to the extent of their ownership percentages.

The Joint Venture shall maintain the following insurance policies: [List of Insurance Policies, e.g., workers' compensation, liability, E&O], in compliance with Idaho insurance law.

13. Non-Competition, Non-Solicitation, and Confidentiality

Each Joint Venturer agrees not to compete with the Joint Venture during the term of this Agreement and for a period of [Number] years thereafter within a radius of [Number] miles from the principal place of business of the Joint Venture, subject to Idaho's legal standards for enforceability.

Each Joint Venturer agrees not to solicit employees or customers of the Joint Venture during the term of this Agreement and for a period of [Number] years thereafter.

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

14. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

1. Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
2. Mediation: If negotiation is unsuccessful, the parties shall submit the dispute to mediation in [City, Idaho].
3. Arbitration: If mediation is unsuccessful, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to take place in [City, Idaho].

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. The venue for any legal action shall be in [County Name] County, Idaho.

15. Asset Partitioning, Recordkeeping, and Information Access

All Joint Venturers agree to policies that include asset partitioning, recordkeeping, and information access in compliance with Idaho's requirements.

16. Reporting and Auditing

The Joint Venture shall provide regular operational reports to the Joint Venturers at least [Frequency].

Option A: The Joint Venture shall undergo an independent audit annually.

Option B: No independent audit shall be required unless requested by a Joint Venturer holding at least [Percentage]% of the ownership interests.

17. Dissolution and Winding Up

Upon dissolution of the Joint Venture, the assets of the Joint Venture shall be liquidated in accordance with the Idaho Uniform Partnership Act. The assets shall be used to pay the debts and obligations of the Joint Venture, and any remaining assets shall be distributed to the Joint Venturers in proportion to their ownership percentages.

The Joint Venture will handle the dissolution by adhering to the Idaho UPA.

18. Compliance with Laws

The Joint Venture shall comply with all applicable Idaho agency rules, environmental and zoning ordinances, labor and employment regulations, and industry-specific licensing and reporting requirements.

19. Amendments

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

20. Remedies

In the event of a breach of this Agreement, the non-breaching party shall be entitled to all remedies available under Idaho law, including damages, injunctive relief, and specific performance.

21. Additional Provisions

[List of Additional Provisions]

22. Standard Boilerplate

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.

Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

Counterparts: 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.

Interpretation: This Agreement shall be interpreted fairly and reasonably, and any ambiguities shall not be construed against the drafter.

Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

Assignment Prohibition: This Agreement may not be assigned by any Joint Venturer without the prior written consent of the other Joint Venturer(s).

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

Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

23. Ongoing Compliance

The Joint Venturers shall comply with all ongoing Idaho annual reporting, renewal, and tax filings.

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

[Joint Venturer 1 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Joint Venturer 2 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]