Indiana joint venture agreement template

Indiana Joint Venture Agreement

This Indiana Joint Venture Agreement ("Agreement") is made and entered into as of this [Date] day of [Month], [Year], by and between:

[Partner 1 Legal Name], a [Entity Type, e.g., Indiana Corporation] with its principal place of business at [Address], Indiana ("Partner 1"), and

[Partner 2 Legal Name], a [Entity Type, e.g., Indiana LLC] with its principal place of business at [Address], Indiana ("Partner 2").

WHEREAS, Partner 1 and Partner 2 desire to form a joint venture for the purpose of [State Business Purpose] in the State of Indiana;

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

1. Formation and Name

Option A: The parties hereby form a joint venture partnership ("Joint Venture") under the laws of the State of Indiana, specifically the Indiana Uniform Partnership Act. The name of the Joint Venture shall be [Joint Venture Name].

Option B: The parties hereby form a joint venture limited liability company ("Joint Venture") under the laws of the State of Indiana, specifically the Indiana Business Flexibility Act. The name of the Joint Venture shall be [Joint Venture Name].

2. Principal Place of Business

The principal place of business of the Joint Venture shall be located at [Address], Indiana.

3. Purpose

Option A: The purpose of the Joint Venture is to [Specifically Define Business Purpose] within the State of Indiana. The Joint Venture is authorized to conduct any and all activities reasonably necessary or incidental to the accomplishment of this purpose, consistent with Indiana law.

Option B: The purpose of the Joint Venture is limited to [Specifically Define Business Purpose]. The Joint Venture shall not engage in any business activity outside this specified purpose without the prior written consent of both Partners.

4. Term

Option A: The term of this Agreement shall commence on the date hereof and continue for a period of [Number] years, unless earlier terminated as provided herein.

Option B: The term of this Agreement shall commence on the date hereof and continue until the completion of [Specific Project or Event].

5. Capital Contributions

Option A:

Partner 1 shall contribute [Description of Contribution, e.g., $ amount, Property, Services], valued at [Dollar Amount].

Partner 2 shall contribute [Description of Contribution, e.g., $ amount, Property, Services], valued at [Dollar Amount].

All initial contributions shall be made within [Number] days of the Effective Date.

Option B: The initial capital contributions of each partner shall be as set forth in Exhibit A attached hereto. Subsequent contributions shall be made as mutually agreed upon by the Partners. Procedures for addressing a Partner’s failure to contribute as required are outlined in Section [Section Number].

6. Ownership and Allocation of Profits/Losses

Option A: Partner 1 shall have a [Percentage]% ownership interest in the Joint Venture, and Partner 2 shall have a [Percentage]% ownership interest. Profits and losses shall be allocated in proportion to each Partner's ownership interest.

Option B: Profits and losses shall be allocated as set forth in Exhibit B attached hereto, taking into account applicable Indiana partnership tax law. The Partners agree to consider filing composite returns for non-resident partners, subject to Indiana Department of Revenue regulations.

7. Management

Option A: Management of the Joint Venture shall be vested in a Management Committee consisting of [Number] representatives from each Partner. Decisions shall be made by [Majority/Unanimous] vote of the Management Committee.

Option B: Partner 1 shall be the Managing Partner and shall have the authority to make day-to-day decisions regarding the operation of the Joint Venture, subject to the limitations set forth herein. Major decisions, as defined in Exhibit C, require the consent of both Partners.

8. Authority

No Partner shall have the authority to bind the Joint Venture to any contract or obligation exceeding [Dollar Amount] without the prior written consent of the other Partner, except as otherwise expressly provided in this Agreement.

9. Accounting and Records

Option A: The Joint Venture shall maintain accurate and complete books and records at its principal place of business in Indiana. The fiscal year of the Joint Venture shall end on [Date]. The Joint Venture’s accounting firm shall be [Accounting Firm Name], located in Indiana.

Option B: The Joint Venture shall maintain records in accordance with generally accepted accounting principles (GAAP). Partner [Partner Name] shall serve as the tax matters partner.

10. Meetings

Regular meetings of the Partners shall be held [Frequency, e.g., monthly, quarterly] at a location to be determined. Notice of meetings shall be given at least [Number] days in advance.

11. Admission, Withdrawal, and Dissolution

Option A: No new partner shall be admitted to the Joint Venture without the unanimous written consent of the existing Partners. Withdrawal, expulsion, voluntary retirement, or death of a partner shall be handled as described in Exhibit D.

Option B: Upon the occurrence of [Event, e.g., expiration of the term, mutual agreement], the Joint Venture shall be dissolved in accordance with the Indiana Uniform Partnership Act/Indiana Business Flexibility Act.

12. Liability

Each Partner shall be liable for the obligations of the Joint Venture as provided under Indiana law for the chosen entity type.

13. Confidentiality

During the term of this Agreement and thereafter, each Partner shall hold in confidence all confidential information relating to the Joint Venture and the other Partner's business.

14. Non-Competition

Option A: During the term of this Agreement, neither Partner shall engage in any business that directly competes with the business of the Joint Venture within [Geographic Area, e.g., Indiana].

Option B: The non-competition obligations of the Partners are detailed in Exhibit E attached hereto, consistent with Indiana law regarding restraint of trade.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Negotiation/Mediation/Arbitration] in accordance with the laws of the State of Indiana. The venue for any legal action shall be [County] County, Indiana.

16. Regulatory Compliance

Each Partner represents and warrants that it is in compliance with all applicable Indiana and federal laws and regulations, including all required licenses and permits.

17. Amendments

This Agreement may be amended only by a written instrument signed by both Partners.

18. Force Majeure

Neither Partner 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, or governmental regulation, as interpreted under Indiana case law.

19. Governing Law

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

20. Intellectual Property

All intellectual property developed during the course of this Joint Venture shall be owned by [Joint Venture/Partner 1/Partner 2], and further details regarding protection and transfer are as outlined in Exhibit F attached hereto.

21. Specific Indiana Compliance

The partners acknowledge and agree to comply with all industry-specific regulatory, compliance, or reporting obligations unique to Indiana.

22. Representations and Warranties

Each partner represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement, and that its performance will not violate any other agreement to which it is a party, consistent with Indiana Law.

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

[Partner 1 Legal Name]

By: [Name]

Title: [Title]

[Partner 2 Legal Name]

By: [Name]

Title: [Title]

[Notary Public Information for Indiana, if Required]