Kansas joint venture agreement template

Kansas Joint Venture Agreement

This Kansas Joint Venture Agreement is made and entered into as of this [Date], by and between:

• [Party One Full Legal Name], residing at [Party One Kansas Address], City of [Party One City], County of [Party One County], State of Kansas, hereinafter referred to as "Party One", whose contact information is: [Party One Phone Number], [Party One Email Address]. Party One is an [Party One Status: Individual, Entity, e.g., LLC]. If an entity, Party One is formed in Kansas.
• [Party Two Full Legal Name], residing at [Party Two Kansas Address], City of [Party Two City], County of [Party Two County], State of Kansas, hereinafter referred to as "Party Two", whose contact information is: [Party Two Phone Number], [Party Two Email Address]. Party Two is an [Party Two Status: Individual, Entity, e.g., Corporation]. If an entity, Party Two is formed in Kansas.

WHEREAS, Party One and Party Two desire to form a joint venture for the purpose of [Specific Business Purpose of Joint Venture in Kansas] in accordance with the Kansas Uniform Partnership Act (K.S.A. 56a-101 et seq.).

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

Formation and Purpose

• Option A: Formation under Kansas Uniform Partnership Act
  • The parties hereby form a joint venture partnership under the Kansas Uniform Partnership Act (K.S.A. 56a-101 et seq.) for the purpose of [Detailed Description of Joint Venture's Specific Business Purpose in Kansas]. The principal place of business of the Joint Venture shall be located at [Principal Place of Business Kansas Address], City of [Principal Place of Business City], County of [Principal Place of Business County], State of Kansas.
• Option B: Formation as an Entity (e.g., LLC) - Consult Legal Counsel
  • The parties agree to form a [Type of Entity, e.g., Limited Liability Company] under the laws of the State of Kansas for the purpose of [Detailed Description of Joint Venture's Specific Business Purpose in Kansas]. The parties will execute all necessary documents to effectuate this formation. This agreement will then serve as the operating agreement (or be replaced by a formal operating agreement) for the newly formed entity.

Capital Contributions

• Option A: Cash Contributions
  • Party One shall contribute [Dollar Amount] in cash.
  • Party Two shall contribute [Dollar Amount] in cash.
  • All contributions shall be made on or before [Date].
• Option B: Contributions of Property or Services
  • Party One shall contribute [Description of Property or Services] valued at [Dollar Amount].
  • Party Two shall contribute [Description of Property or Services] valued at [Dollar Amount].
  • The value of non-cash contributions has been agreed upon by the parties and represents the fair market value as of the date of this agreement. Contributions shall be made on or before [Date].
• Option C: Additional Capital Contributions
  • Future capital contributions may be required as determined by [Method for Determining Need for Additional Capital]. The amount and timing of such contributions shall be determined by a [Percentage]% vote of the partners. If a partner fails to contribute their share, the other partner(s) shall have the option to [Remedies for Failure to Contribute, e.g., loan to the joint venture, dilution of ownership interest].

Ownership and Allocation of Profits and Losses

• Option A: Percentage Ownership
  • Party One shall have a [Percentage]% interest in the Joint Venture.
  • Party Two shall have a [Percentage]% interest in the Joint Venture.
• Option B: Profit and Loss Allocation
  • Profits and losses of the Joint Venture shall be allocated between the parties in proportion to their respective ownership interests.
• Option C: Special Allocation
  • Notwithstanding the ownership interests, profits and losses shall be allocated as follows: [Specify any specific allocation method different from ownership percentages].

Term and Termination

• Option A: Fixed Term
  • The term of this Joint Venture shall commence on the date hereof and shall continue for a period of [Number] years, unless earlier terminated as provided herein.
• Option B: Project Completion
  • The term of this Joint Venture shall commence on the date hereof and shall continue until the completion of [Specific Project].
• Option C: At-Will Termination
  • This Joint Venture may be terminated by either party upon [Number] days written notice to the other party.
• Option D: Termination Events
  • This Joint Venture may be terminated upon the occurrence of any of the following events: [List of Termination Events, e.g., bankruptcy of a partner, death of a partner, material breach of this agreement].

Management

• Option A: Joint Management
  • The management of the Joint Venture shall be vested jointly in both parties. All decisions regarding the operation of the Joint Venture shall require the approval of both parties.
• Option B: Designated Manager
  • Party [One or Two] shall be the managing party of the Joint Venture and shall have the authority to make all day-to-day decisions regarding the operation of the Joint Venture, subject to the limitations set forth herein. Major decisions, defined as [Definition of Major Decisions], shall require the approval of both parties.
• Option C: Management Committee
  • A Management Committee shall be formed consisting of [Number] members, with [Number] appointed by Party One and [Number] appointed by Party Two. The Management Committee shall be responsible for the management of the Joint Venture.

Voting Rights and Meetings

• Option A: Simple Majority
  • Except as otherwise provided herein, all decisions shall be made by a simple majority vote of the parties.
• Option B: Supermajority
  • Certain key decisions, including but not limited to [List of Key Decisions Requiring Supermajority], shall require a [Percentage]% vote of the parties.
• Option C: Unanimity
  • Certain decisions, including but not limited to [List of Decisions Requiring Unanimity], shall require the unanimous consent of all parties.
• Meetings: Meetings shall be held [Frequency, e.g., monthly, quarterly] at [Location, or method for determining location]. Notice of meetings shall be given at least [Number] days prior to the meeting.

Distributions

Distributions of available cash shall be made [Frequency, e.g., monthly, quarterly, annually] to the partners in proportion to their ownership interests.

"Available cash" is defined as [Definition of Available Cash].

Books and Records

The Joint Venture shall maintain complete and accurate books and records in accordance with generally accepted accounting principles (GAAP) as applied in Kansas. Each partner shall have access to the books and records at all reasonable times. The books and records shall be kept at [Location of Books and Records].

Transfer of Interest

• Option A: Restrictions on Transfer
  • No party may transfer, assign, or encumber its interest in the Joint Venture without the prior written consent of the other party.
• Option B: Right of First Refusal
  • If a party desires to transfer its interest in the Joint Venture, it shall first offer the interest to the other party at the same price and terms offered to a third party. The other party shall have [Number] days to accept or reject the offer.
• Option C: Buy-Sell Agreement
  • In the event of [Triggering Event, e.g., death, disability, irreconcilable differences], the other party shall have the option to purchase the interest of the transferring party at a price determined by [Method for Determining Price, e.g., appraisal, formula].

Default

If a party fails to perform any of its obligations under this Agreement, and such failure continues for a period of [Number] days after written notice from the other party, the non-defaulting party shall have the right to [Remedies for Default, e.g., sue for specific performance, terminate the agreement, purchase the defaulting party's interest].

Dispute Resolution

• Option A: Mediation
  • Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [City, Kansas] before resorting to litigation. The mediation shall be conducted in accordance with the rules of [Mediation Organization, e.g., American Arbitration Association].
• Option B: Arbitration
  • Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, Kansas] in accordance with the rules of [Arbitration Organization, e.g., American Arbitration Association]. The decision of the arbitrator shall be final and binding on the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
• Option C: Litigation
  • Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in [County Name] County, Kansas, and governed by Kansas law.

Liability and Indemnification

To the extent permitted by Kansas law, partners are jointly and severally liable for the obligations of the partnership. [Specify any agreed upon limitations of liability or indemnification provisions, including insurance requirements]. The Joint Venture shall obtain and maintain insurance coverage appropriate for the business being conducted, including [Types of Insurance Coverage, e.g., general liability, professional liability].

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws principles.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, postage prepaid, addressed to the party at the address set forth above.

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.

Amendment

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

Severability

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

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.

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

____________________________
[Party One Full Legal Name]
[Party One Title, if applicable]

____________________________
[Party Two Full Legal Name]
[Party Two Title, if applicable]