Iowa joint venture agreement template

Iowa Joint Venture Agreement

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

• [Partner 1 Full Legal Name], a [Partner 1 Status, e.g., Iowa corporation] with its principal place of business at [Partner 1 Address] ("Partner 1"), and
• [Partner 2 Full Legal Name], a [Partner 2 Status, e.g., Iowa LLC] with its principal place of business at [Partner 2 Address] ("Partner 2").

1. Formation of Joint Venture

• Option A: Formation. The parties hereby form a joint venture (the "Joint Venture") under the laws of the State of Iowa, pursuant to Iowa Code Chapter 486A, the Iowa Revised Uniform Partnership Act.
• Option B: No Separate Entity. The parties hereby agree to collaborate on the Project (defined below) as a contractual joint venture, without forming a separate legal entity.

2. Name and Business Objectives

• Option A: Name. The name of the Joint Venture shall be [Joint Venture Legal Name].
• Option B: Objectives. The business objectives of the Joint Venture are: [Detailed Description of Business Objectives, including specific Iowa-related goals if applicable].

Scope of Business: [Detailed Scope of Business]

Principal Place of Business: [Iowa Address]

Territory of Operations: [Iowa Geographic Area]

Duration:

• Option A: Fixed Term. The term of this Agreement shall commence on the date hereof and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
• Option B: Project-Based. The term of this Agreement shall commence on the date hereof and shall continue until the completion of the following project: [Description of Project].
• Option C: At-Will. The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon [Number] days' written notice to the other party.

3. Capital Contributions

• Partner 1 Contribution: [Detailed Description of Partner 1's Contribution, e.g., Cash, Property, Intellectual Property, Services], valued at [Dollar Amount].
  • Method and Schedule of Contribution: [Specific details for how and when Partner 1 will contribute]
• Partner 2 Contribution: [Detailed Description of Partner 2's Contribution, e.g., Cash, Property, Intellectual Property, Services], valued at [Dollar Amount].
  • Method and Schedule of Contribution: [Specific details for how and when Partner 2 will contribute]

Additional Capital Calls: [Rules for additional capital contributions]

Ownership Interests: Partner 1 shall own [Percentage]% and Partner 2 shall own [Percentage]% of the Joint Venture.

Voting Rights: Voting rights shall be proportionate to ownership interests.

4. Management

Management Structure:

• Option A: Managing Partner. [Name of Partner] shall be the Managing Partner and shall have the authority to manage the day-to-day operations of the Joint Venture.
• Option B: Management Committee. A Management Committee shall be established, consisting of [Number] representatives from each Partner. Decisions shall be made by [Majority/Supermajority] vote.

Decision-Making Processes: [Detailed description of how decisions are made, including procedures for resolving deadlocks]

Iowa Banking Arrangements: [Name of Iowa Bank] shall be the primary bank for the Joint Venture.

Signatory Authorizations: [Names of individuals authorized to sign on behalf of the Joint Venture]

5. Fiduciary Duties and Conflicts of Interest

Fiduciary Duties: Each Partner shall owe a fiduciary duty of loyalty and care to the Joint Venture and the other Partner, consistent with Iowa law.

Non-Compete: [Description of any non-compete restrictions]

Confidentiality: Each Partner shall maintain the confidentiality of all Joint Venture information.

Conflicts of Interest: [Process for disclosing and handling conflicts of interest]

6. Partner Meetings

Meeting Frequency: [Frequency of Partner Meetings]

Notice Requirements: [Number] days' written notice shall be given for each meeting, in accordance with Iowa law.

Quorum: A quorum shall consist of [Percentage]% of the ownership interests.

Voting Thresholds: [Voting thresholds for critical decisions]

Method of Communication: [Description of how partners will communicate]

Maintenance of Records: The Joint Venture shall maintain records in accordance with Iowa statutes.

7. Profit and Loss Allocation and Distributions

Profit and Loss Allocation: Profits and losses shall be allocated between the Partners in proportion to their ownership interests.

Distribution Frequency: Distributions shall be made [Frequency of Distributions].

Iowa Withholding Tax: [Specify responsibilities regarding Iowa withholding tax, if applicable]

Tax Filings: The Joint Venture shall file all required federal and Iowa state partnership tax filings.

Tax Matters Partner: [Name of Tax Matters Partner] shall be the Tax Matters Partner.

8. Admission of New Partners and Transfer of Interests

Admission of New Partners: [Process for admitting new partners]

Assignment or Transfer of Interests: [Restrictions on assignment or transfer of interests]

Buy-Sell Provisions: [Detailed buy-sell provisions, including valuation methods]

Withdrawal, Resignation, Removal, or Expulsion: [Procedures for partner withdrawal, resignation, removal, or expulsion]

9. Liability and Indemnification

Liability Structure: Partners shall be [Jointly and Severally/Not Jointly and Severally] liable for the obligations of the Joint Venture, as permitted under Iowa partnership law.

Indemnification: [Extent of indemnification for partners and officers]

Insurance Coverage: [Description of insurance coverage]

10. Dispute Resolution

Internal Procedures: [Description of internal dispute resolution procedures]

Mediation or Arbitration:

• Option A: Mediation. Any disputes shall be submitted to mediation in Iowa before resorting to litigation.
• Option B: Arbitration. Any disputes shall be resolved by binding arbitration in Iowa, in accordance with the rules of the American Arbitration Association.

Choice of Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. The exclusive jurisdiction and venue for any legal action shall be in the state or federal courts located in [Iowa County Name] County, Iowa.

11. Dissolution and Winding-Up

Triggers for Dissolution: [Events that will trigger dissolution]

Notice to Creditors: [Procedures for notifying creditors]

Asset Liquidation: [Procedures for liquidating assets]

Debt Repayment Priorities: [Priorities for debt repayment]

Final Distributions: [Procedures for final distributions]

Termination Documents: The parties shall file all necessary termination documents with the Iowa Secretary of State.

12. Amendments

Amendments: This Agreement may be amended only by a written instrument signed by all Partners.

13. Notices

Notice Address for Partner 1: [Partner 1 Notice Address]

Notice Address for Partner 2: [Partner 2 Notice Address]

14. Registered Agent

Registered Agent: The registered agent for the Joint Venture in Iowa shall be [Name of Registered Agent] located at [Iowa Registered Agent Address].

15. Compliance with Iowa Law

This Agreement shall be interpreted and enforced in accordance with the laws of the State of Iowa, including but not limited to Iowa Code Chapter 486A, the Iowa Revised Uniform Partnership Act. The Joint Venture shall comply with all applicable Iowa employment, environmental, and public health laws.

16. Special Iowa Tax Considerations

[Description of any special Iowa tax considerations relevant to the Joint Venture's business, e.g., Sales & Use Tax registration, franchise tax, Iowa apportionment methodologies]

17. Warranties and Representations

Each Partner warrants and represents that it has the authority to enter into this Agreement and that there are no legal impediments to its performance.

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

[Partner 1 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Partner 2 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]