Kentucky joint venture agreement template

Kentucky Joint Venture Agreement

This Kentucky Joint Venture Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Venturer 1 Name], a [Venturer 1 Entity Type], with its principal place of business at [Venturer 1 Address] in [City, Kentucky], hereinafter referred to as “Venturer 1”; and

• [Venturer 2 Name], a [Venturer 2 Entity Type], with its principal place of business at [Venturer 2 Address] in [City, Kentucky], hereinafter referred to as “Venturer 2”.

WHEREAS, Venturer 1 and Venturer 2 desire to form a joint venture for the purpose of [Joint Venture Purpose] within the Commonwealth of Kentucky.

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

1. Formation and Name

• Option A: The parties hereby form a joint venture partnership pursuant to the Kentucky Uniform Partnership Act (KY UPA), to be known as [Joint Venture Name] (the “Joint Venture”).

• Option B: The parties will form a limited liability company under Kentucky law named [Joint Venture Name] to be the Joint Venture, and will execute a separate operating agreement.

• Designated Agent for Service of Process in Kentucky: [Designated Agent Name], located at [Designated Agent Address].

2. Purpose and Scope

• Option A: The purpose of the Joint Venture is to [Specific Description of Joint Venture Purpose and Scope]. This will include activities within the geographic area of [Specify Area in Kentucky].

• Option B: The Joint Venture will engage in [Detailed Business Activities], specifically targeting [Target Objectives]. All activities will be conducted in accordance with applicable Kentucky laws and regulations.

3. Principal Office and Locations

• Option A: The principal office of the Joint Venture shall be located at [Principal Office Address in Kentucky].

• Option B: The Joint Venture may establish additional business locations within and outside Kentucky as determined by the Management Committee.

4. Term and Termination

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

• Option B: The term of this Agreement shall commence on [Commencement Date] and shall continue until the completion of [Project Name], unless earlier terminated as provided herein.

• Option C: This Agreement will automatically renew for successive one-year terms unless either party gives notice of termination at least [Number] days prior to the end of the current term.

5. Capital Contributions

• Venturer 1 shall contribute [Dollar Amount] in cash and/or [Description of Property/Services] valued at [Dollar Amount].

• Venturer 2 shall contribute [Dollar Amount] in cash and/or [Description of Property/Services] valued at [Dollar Amount].

• All contributions shall be made by [Date].

• Option A: Failure to make the required capital contribution will result in a penalty of [Percentage]% reduction in the defaulting partner’s share of profits.

• Option B: Failure to make the required capital contribution shall be considered a material breach of this Agreement.

• Valuation Method: The valuation of non-cash contributions was determined using [Valuation Method, e.g., Fair Market Value appraisal by a Kentucky licensed appraiser].

6. Additional Funding

• Option A: Any additional funding required by the Joint Venture shall be contributed by the Venturers in proportion to their initial capital contributions.

• Option B: Additional funding shall be determined by a majority vote of the Management Committee.

• Option C: Capital calls require unanimous consent.

• Failure to contribute to additional funding will result in dilution of ownership as follows: [Dilution Formula].

7. Profit and Loss Sharing

• Profits and losses of the Joint Venture shall be shared [Percentage]% by Venturer 1 and [Percentage]% by Venturer 2.

• Distributions shall be made [Frequency, e.g., quarterly] within [Number] days after the end of the applicable period.

8. Tax Matters

• The Joint Venture shall file a federal partnership return and all required Kentucky Department of Revenue filings.

• The partnership representative for IRS and Kentucky tax matters shall be [Partnership Representative Name].

• All tax liabilities shall be allocated to the partners in proportion to their profit and loss sharing ratios.

• The Joint Venture will comply with all applicable Kentucky tax laws, including withholding and apportionment rules.

9. Management

• Option A: The management of the Joint Venture shall be vested in a Management Committee consisting of [Number] representatives from each Venturer.

• Option B: The Joint Venture shall be managed by [Managing Partner Name] acting as Managing Partner.

• Meetings shall be held [Frequency] with at least [Number] days' notice.

• A quorum shall consist of [Number or Percentage] of the Management Committee members.

• Voting thresholds for decisions shall be:

• Ordinary matters: [Majority/Supermajority]%

• Major decisions (e.g., incurring debt over [Dollar Amount], sale of assets): [Supermajority/Unanimity]%

• Tie-breaking mechanism: [Specify Tie-Breaking Mechanism].

10. Limitations on Authority

• The following actions require the joint consent of both Venturers:

• Incurring debt exceeding [Dollar Amount].

• Entering into contracts with a value exceeding [Dollar Amount].

• Acquisition or disposal of real property in Kentucky.

• Amending this Agreement.

• Dissolution of the Joint Venture.

11. Indemnification and Liability

• Each Venturer shall indemnify and hold harmless the other Venturer from and against any and all losses, damages, liabilities, costs, and expenses arising out of or relating to the operation of the Joint Venture, except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

• Liability of partners will be governed by the Kentucky Uniform Partnership Act (KY UPA).

• The limit of indemnification shall be [Dollar Amount].

• Any claim for indemnification must be made within [Number] days of the event giving rise to the claim.

12. Admission of New Partners

• Admission of new partners requires the unanimous consent of all existing Venturers.

• Any new partner must make a capital contribution as determined by the Management Committee.

• The admission of a new partner will require an amendment to this Agreement and filings with the Kentucky Secretary of State, if applicable.

13. Withdrawal, Retirement, Expulsion, Disability, or Death of a Partner

• Voluntary withdrawal requires [Number] months' written notice.

• Involuntary withdrawal may occur upon material breach of this Agreement.

• Buyout formulas for a withdrawing, retiring, expelled, disabled or deceased partner will be as follows: [Buyout Formula], in accordance with the Kentucky Uniform Partnership Act (KY UPA) and applicable probate laws.

14. Assignability of Interest

• No Venturer shall assign, transfer, or encumber its interest in the Joint Venture without the prior written consent of the other Venturer.

• The other Venturer shall have a right of first refusal to purchase the assigning Venturer’s interest.

• Valuation for right of first refusal: [Valuation Method].

15. Confidentiality, Intellectual Property, Non-Compete

• Each Venturer shall maintain the confidentiality of all confidential information relating to the Joint Venture.

• Intellectual property developed by the Joint Venture shall be owned by [Joint Venture/Venturer 1/Venturer 2].

• Non-compete provisions: During the term of this agreement and for [Number] years thereafter, each Venturer agrees not to compete with the Joint Venture within [Geographic Area].

• Non-solicitation provisions: During the term of this agreement and for [Number] years thereafter, each Venturer agrees not to solicit the Joint Venture’s employees, customers, or suppliers.

16. Record-Keeping and Accounting

• The Joint Venture shall maintain complete and accurate records in accordance with GAAP and Kentucky law.

• The fiscal year of the Joint Venture shall be [Fiscal Year].

• Bank accounts shall be maintained at [Bank Name] in Kentucky.

• Each Venturer shall have the right to inspect the books and records of the Joint Venture.

• Option A: The Joint Venture shall be subject to an annual audit by an independent CPA firm licensed in Kentucky.

• Option B: The Joint Venture shall be subject to an annual review by an independent CPA firm licensed in Kentucky.

17. Insurance

• The Joint Venture shall maintain insurance coverage including workers’ compensation, general liability, and other coverages as required by Kentucky law.

• Minimum coverage amounts: [Dollar Amount].

• Insurance policies must name both Venturers as additional insureds.

18. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, or arbitration in [City, Kentucky].

• Arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

• Kentucky law shall govern the interpretation and enforcement of this Agreement.

19. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, including the Kentucky Uniform Partnership Act (KY UPA).

• The parties consent to the jurisdiction of the courts of Kentucky.

20. Dissolution and Winding Up

• The Joint Venture may be dissolved upon the mutual agreement of the Venturers, the accomplishment of its purpose, or a material breach of this Agreement.

• Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed in accordance with the profit and loss sharing ratios.

21. Amendment

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

• Any amendment must comply with Kentucky partnership amendment formalities.

22. Kentucky-Specific Industry Regulations

• This Joint Venture shall comply with all applicable Kentucky state and local laws and regulations, including [Specific Kentucky Statutes/Regulations Relevant to the Industry].

23. Representations and Warranties

• Each Venturer represents and warrants that it has the authority to enter into this Agreement and that it is in good standing under Kentucky law.

24. Environmental, Zoning, and Safety Compliance

• The Joint Venture will comply with all applicable environmental, zoning, and safety laws and regulations under Kentucky state or local law.

25. Required Regulatory or Statutory Notices

• The Joint Venture shall comply with all required regulatory or statutory notices under Kentucky law.

26. Employment of Joint Venture Staff in Kentucky

• The Joint Venture shall comply with all applicable Kentucky labor laws, unemployment and workers’ compensation insurance requirements, and employment tax withholding requirements.

27. Fees and Expenses

• Each party shall be responsible for its own legal, accounting, and professional fees, unless otherwise agreed.

• The Joint Venture shall be responsible for Kentucky formation and annual reporting fees.

28. Miscellaneous

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

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

• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

• 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.

• 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.

• Further Assurances: Each party shall execute such other documents and take such other actions as may be reasonably necessary to carry out the purposes of this Agreement.

• Force Majeure: Neither party shall be liable for any delay or 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, riots, fire, flood, or other natural disasters specific to Kentucky.

29. Data Privacy and Cybersecurity

• The Joint Venture shall comply with all applicable data privacy and cybersecurity laws and regulations if handling Kentucky resident data.

30. Schedules and Exhibits

• Exhibit A: Business Plan

• Exhibit B: Initial Capitalization Table

• Exhibit C: Partner Contact Registry

• Exhibit D: Kentucky Business Licenses

• Exhibit E: Notice Procedures

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

[Venturer 1 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Venturer 2 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]