Illinois joint venture agreement template

Illinois Joint Venture Agreement

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

• [Party 1 Name], with a principal place of business at [Party 1 Address] ("[Party 1 Abbreviation]"), and
• [Party 2 Name], with a principal place of business at [Party 2 Address] ("[Party 2 Abbreviation]").

1. Formation and Purpose

This Agreement establishes a joint venture partnership under the laws of the State of Illinois.

• Option A: Formation as a General Partnership under the Illinois Uniform Partnership Act (805 ILCS 206).
• Option B: Formation as a Limited Partnership under the Illinois Limited Partnership Act (805 ILCS 215).
• Option C: Formation as a Limited Liability Company (LLC) joint venture, governed by the Illinois Limited Liability Company Act (805 ILCS 180).

The purpose of this Joint Venture is: [Description of Joint Venture Purpose]. The Joint Venture will operate principally in [City/County, Illinois].

2. Term

The term of this Joint Venture shall commence on [Start Date] and shall continue:

• Option A: For a fixed term of [Number] years, expiring on [End Date].
• Option B: Until the completion of the following project: [Project Description].
• Option C: Until terminated as provided in this Agreement.

3. Contributions

Each party shall contribute to the Joint Venture as follows:

• [Party 1 Abbreviation]:
  • Option A: Cash contribution of [Dollar Amount].
  • Option B: Property described as [Description of Property], valued at [Dollar Amount].
  • Option C: Services, as described in [Description of Services], valued at [Dollar Amount].
• [Party 2 Abbreviation]:
  • Option A: Cash contribution of [Dollar Amount].
  • Option B: Intellectual property described as [Description of Intellectual Property], valued at [Dollar Amount].
  • Option C: Other assets, as described in [Description of Other Assets], valued at [Dollar Amount].

Valuation of non-cash contributions will be determined by [Method of Valuation]. Additional capital contributions may be required as determined by [Method for Determining Additional Contributions].

4. Ownership and Profit/Loss Sharing

The ownership, profit, and loss sharing ratios are as follows:

• [Party 1 Abbreviation]: [Percentage]%.
• [Party 2 Abbreviation]: [Percentage]%.

5. Management

The management of the Joint Venture shall be vested in:

• Option A: A Managing Partner: [Managing Partner Name].
• Option B: A Management Committee consisting of representatives from each party: [Number] representatives from [Party 1 Abbreviation] and [Number] representatives from [Party 2 Abbreviation].

Decisions shall be made by:

• Option A: Unanimous consent.
• Option B: Simple majority vote.
• Option C: Supermajority vote ([Percentage]%).

The Managing Partner/Management Committee has the power to: [Description of Powers and Limitations]. Regular meetings will be held [Frequency] and notice requirements are [Number] days.

6. Accounting and Reporting

The Joint Venture shall maintain accurate books and records in accordance with generally accepted accounting principles (GAAP). The fiscal year shall end on [Date]. Financial statements shall be provided to each party [Frequency]. The accounting firm of [Accounting Firm Name] will be used.

7. Confidentiality and Non-Competition

Each party agrees to maintain the confidentiality of the Joint Venture's proprietary and business information.

• Option A: Non-competition covenants shall apply during the term of this Agreement and for [Number] years thereafter, within a radius of [Number] miles of [Location].
• Option B: Non-solicitation covenants shall apply during the term of this Agreement and for [Number] years thereafter, prohibiting the solicitation of employees or customers of the Joint Venture.

8. Intellectual Property

Ownership of intellectual property developed by the Joint Venture shall be owned by:

• Option A: Jointly owned by both parties.
• Option B: Owned by [Party Name].
• Option C: Determined based on contribution to the development of the intellectual property.

9. Admission, Withdrawal, and Dissolution

New partners may be admitted with the consent of [Percentage]% of the existing partners. Withdrawal of a partner requires [Number] days written notice. Upon withdrawal, the remaining partners shall have the option to purchase the withdrawing partner's interest as determined by [Valuation Method].

Dissolution of the Joint Venture shall occur upon:

• Option A: The expiration of the term.
• Option B: The completion of the project.
• Option C: By mutual agreement of the parties.
• Option D: Upon the death, bankruptcy, or withdrawal of a partner, unless the remaining partners elect to continue the Joint Venture.

10. Liability and Indemnification

• Option A: If formed as a general partnership, liability is joint and several.
• Option B: If formed as a limited partnership/LLC, liability is limited to the extent provided by Illinois law.

Each party shall indemnify the other against losses, damages, and expenses arising from [Description of Indemnifiable Events], to the extent permitted by Illinois law.

11. Insurance

The Joint Venture shall maintain insurance coverage as follows: [Description of Insurance Coverage].

12. Dispute Resolution

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

• Option A: Mandatory negotiation.
• Option B: Mediation in [City, Illinois].
• Option C: Binding arbitration in [City, Illinois] under the rules of the American Arbitration Association.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, or government regulations.

14. Compliance with Laws

Each party warrants that it will comply with all applicable federal, state, and local laws and regulations, including those specific to the State of Illinois.

15. Deadlock

In the event of a deadlock, the following procedures shall apply: [Description of Deadlock Procedures].

16. Dissolution and Winding Up

Upon dissolution, the assets of the Joint Venture shall be liquidated and distributed in accordance with the ownership percentages. All debts and obligations will be satisfied according to Illinois law.

17. Amendment

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

18. Illinois Business Registration

The parties shall register the Joint Venture as required by Illinois law, including obtaining any necessary business licenses and permits.

19. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. The exclusive jurisdiction for any legal action arising out of this Agreement shall be the state or federal courts located in [County, Illinois].

20. 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.

21. Severability

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

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

[Party 1 Name]

By: [Signature Block for Party 1]

[Party 2 Name]

By: [Signature Block for Party 2]