Louisiana joint venture agreement template

Louisiana Joint Venture Agreement

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

[Venturer 1 Full Legal Name], residing at [Venturer 1 Address], ("[Venturer 1 Name Abbreviation]"), and

[Venturer 2 Full Legal Name], residing at [Venturer 2 Address], ("[Venturer 2 Name Abbreviation]").

Each party is a venturer under Louisiana law, not a partner in a general partnership unless otherwise explicitly stated herein. This Agreement is governed by the Louisiana Civil Code Articles applicable to joint ventures.

Agreement Title

Option A: This Agreement shall be known as the "[Joint Venture Name] Joint Venture Agreement."

Option B: The Joint Venture shall be known as "[Joint Venture Name]."

Purpose and Scope

The purpose of this Joint Venture is strictly limited to [Specific Business Purpose], a limited-term project under Louisiana law. The Joint Venture's activities will be confined to [Scope of Activities]. The principal place of business shall be [Principal Place of Business Address] in Louisiana.

Initial Contributions

Option A: Each Venturer shall contribute the following:

[Venturer 1 Name Abbreviation]: [Venturer 1 Contribution Description], valued at [Venturer 1 Contribution Value].

[Venturer 2 Name Abbreviation]: [Venturer 2 Contribution Description], valued at [Venturer 2 Contribution Value].

Option B: The initial capital contributions shall be as set forth in Exhibit A attached hereto.

Additional Financing: If additional capital is required, a written notice will be sent to all Venturers. Contributions must be made within [Number] days of the notice. Failure to contribute will result in [Consequences of Failure to Contribute], subject to Louisiana law.

Management and Control

Option A: [Venturer 1 Name Abbreviation] shall be the Managing Venturer.

Option B: Management responsibilities shall be shared as follows:

[Venturer 1 Name Abbreviation]: [Venturer 1 Management Responsibilities].

[Venturer 2 Name Abbreviation]: [Venturer 2 Management Responsibilities].

All major decisions, including but not limited to asset sales, incurrence of debt, and project changes, require [Required Consent Level, e.g., unanimous consent, majority vote].

Each venturer acknowledges the joint and several liability inherent in Louisiana joint ventures. No venturer has authority to bind the joint venture beyond the specifically delegated authority in this agreement.

Venturer Meetings

Regular meetings shall be held [Frequency of Meetings, e.g., monthly, quarterly].

Notice of meetings shall be given at least [Number] days in advance.

A quorum of [Percentage]% of the Venturers is required for any action to be taken.

Voting:

Ordinary course decisions: Simple Majority.

Major Decisions: [Percentage]% or Unanimous Consent.

Profit and Loss Allocation and Distributions

Option A: Profits and losses shall be allocated [Percentage]% to [Venturer 1 Name Abbreviation] and [Percentage]% to [Venturer 2 Name Abbreviation].

Option B: Profits and losses shall be allocated in proportion to each Venturer’s initial capital contribution.

Distributions shall be made [Frequency of Distributions, e.g., quarterly, annually], subject to the availability of funds and compliance with Louisiana law.

The tax returns on behalf of the joint venture shall be filed by [Party Responsible for Filing Tax Returns], in compliance with Louisiana Department of Revenue requirements and federal partnership tax treatment.

New Venturers and Assignment

Option A: No new Venturers may be admitted without the unanimous written consent of all existing Venturers, per Louisiana partnership law.

Option B: Assignment of interests is permitted with the prior written consent of [Percentage]% of the other Venturers.

Any transfer or encumbrance of interests is subject to the provisions of this agreement and Louisiana law.

Death, Disability, or Withdrawal

In the event of the death, disability, or withdrawal of a Venturer, the remaining Venturers shall have the option to purchase the departing Venturer's interest at [Valuation Method, e.g., fair market value, book value], as determined by [Method of Determination, e.g., independent appraisal].

Notice of intent to purchase must be given within [Number] days of the event.

Payment shall be made within [Number] days of determining the value, subject to Louisiana succession law and community property rules, if applicable.

Indemnification

Each Venturer shall be indemnified by the Joint Venture against any and all losses, claims, damages, liabilities, and expenses arising out of the Joint Venture's activities, subject to limits strictly interpreted in light of Louisiana's treatment of joint venture liabilities and public policy limitations.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved first through internal negotiation.

If negotiation fails, the parties shall submit to mandatory mediation in [City, Louisiana].

If mediation fails, the dispute shall be resolved by binding arbitration in [City, Louisiana], in accordance with the rules of the American Arbitration Association.

Exclusive jurisdiction and venue for any legal action shall be in the courts of [Parish], Louisiana.

Dissolution

This Joint Venture shall dissolve upon the occurrence of any of the following events: [Triggering Events for Dissolution].

Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed in the following order of priority: [Order of Priority for Distribution of Assets].

Final accounting shall be prepared in accordance with Louisiana law, and notice shall be provided to the Louisiana Secretary of State.

Regulatory Compliance

The Joint Venture shall comply with all applicable Louisiana regulatory and licensing requirements, including but not limited to [List of Applicable Louisiana Regulations]. The Joint Venture shall maintain all necessary state and local registrations, permits, and insurance, including minimum coverages dictated by Louisiana practice.

Books and Records

The Joint Venture shall maintain accurate books and records, which shall be available for inspection by any Venturer at any time. Monthly or quarterly financial reports shall be provided to all Venturers. Tax documentation, including K-1s, shall be provided in a timely manner.

Amendments

This Agreement may be amended only by a written instrument signed by all Venturers, in conformity with mandatory Louisiana law.

Nature of Joint Venture

The parties understand that this Louisiana joint venture partnership is not a separate legal entity unless separately formed. All provisions on liability, property ownership, and creditor claims must be customized to account for the joint ownership or co-obligation regime of ventures under Louisiana practice.

Special Provisions

Confidentiality: Each Venturer agrees to maintain the confidentiality of the Joint Venture's confidential information.

Non-Solicitation: Each Venturer agrees not to solicit the Joint Venture's employees or customers during the term of this Agreement and for a period of [Number] years thereafter.

[Other Special Provisions Relevant to Industry/Parties].

Annual Review

This Agreement shall be reviewed annually to address changes in Louisiana law or the project.

Notices

All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the following addresses:

[Venturer 1 Name Abbreviation]: [Venturer 1 Address]

[Venturer 2 Name Abbreviation]: [Venturer 2 Address]

Severability

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

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.

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced, as interpreted under Louisiana contract law.

Government Contracting/Incentives (if applicable)

If this Joint Venture involves government contracting, it will comply with all applicable minority business enterprise rules and other state/local incentive programs used within Louisiana, with appropriate warranties and compliance representations.

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

____________________________

[Venturer 1 Full Legal Name]

____________________________

[Venturer 2 Full Legal Name]