Maine joint venture agreement template

Maine Joint Venture Agreement

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

• [Partner 1 Name], a [Entity Type, e.g., Limited Liability Company] with a business address at [Partner 1 Address], formed in [State of Formation] ("[Partner 1 Abbreviated Name]"); and
• [Partner 2 Name], a [Entity Type, e.g., Corporation] with a business address at [Partner 2 Address], formed in [State of Formation] ("[Partner 2 Abbreviated Name]").

1. Formation and Purpose

• This Agreement forms a joint venture partnership (the "Joint Venture") under the Maine Revised Uniform Partnership Act.
  • Option A: The Joint Venture shall operate under the name [Joint Venture Name].
  • Option B: The parties elect to opt-out of Section [Section Number] of the Maine Revised Uniform Partnership Act to the extent permitted by law.
• The purpose of the Joint Venture is to [Describe Business Purpose, e.g., develop and operate a solar energy farm] (the "Purpose").
  • Option A: The scope of the Joint Venture is limited to [Describe Scope, e.g., the construction and operation of the solar farm located at the specified address].
  • Option B: The Joint Venture may expand its scope with the written consent of all partners.
• The principal place of business of the Joint Venture shall be located in Maine at [Principal Place of Business Address].
• The effective date of this Agreement is [Effective Date].
• The term of the Joint Venture shall be:
  • Option A: [Number] years from the Effective Date.
  • Option B: Until the completion of [Describe Event Triggering Termination, e.g., the sale of the solar farm].

2. Capital Contributions

• Initial Capital Contributions:
  • [Partner 1 Abbreviated Name] shall contribute [Amount] in cash.
  • [Partner 2 Abbreviated Name] shall contribute [Asset Description], valued at [Amount].
• Method and Timing:
  • Option A: Cash contributions shall be made within [Number] days of the Effective Date.
  • Option B: Asset contributions shall be transferred to the Joint Venture within [Number] days of the Effective Date.
• Valuation of Non-Cash Contributions:
  • The valuation of [Asset Description] was determined by [Valuation Method, e.g., a third-party appraisal].
• Failure to Contribute:
  • Option A: Failure to contribute shall result in a dilution of the defaulting partner's ownership percentage.
  • Option B: Failure to contribute shall constitute a material breach of this Agreement.
• Additional Capital Calls:
  • Additional capital may be required with the approval of [Percentage]% of the partners.
  • Dilution Formula: Dilution will be calculated proportionally based on the amount of the shortfall divided by the total required capital.
• Minimum/Maximum Obligations:
  • No partner shall be obligated to contribute more than [Amount] in total capital.

3. Ownership, Profit and Loss, and Distributions

• Percentage Ownership:
  • [Partner 1 Abbreviated Name]: [Percentage]%
  • [Partner 2 Abbreviated Name]: [Percentage]%
• Profit and Loss Sharing: Profits and losses shall be shared in proportion to the partners' ownership percentages.
• Cash Flow Distributions:
  • Distributions shall be made [Frequency, e.g., quarterly].
  • The timing of distributions shall be determined by the managing partner based on available cash flow.
• Allocation of Specific Items for Maine and Federal Tax Purposes:
  • Depreciation shall be allocated [Allocation Method, e.g., according to Section 704(b) of the Internal Revenue Code].
• Partnership Representative:
  • [Partner Name] is designated as the partnership representative for IRS audits.
• Schedule K-1s: The Joint Venture shall issue Maine and federal Schedule K-1s to each partner annually.
• Tax Compliance: The Joint Venture shall comply with all applicable Maine tax withholding and minimum tax requirements.

4. Management

• Management Structure:
  • The Joint Venture shall be managed by a management committee consisting of [Number] members.
  • [Partner 1 Abbreviated Name] shall appoint [Number] members.
  • [Partner 2 Abbreviated Name] shall appoint [Number] members.
• Voting Rights:
  • Option A: Each member of the management committee shall have one vote.
  • Option B: Voting rights shall be proportionate to the partners' ownership percentages.
• Delegation of Authority: The management committee may delegate authority to [Position Title, e.g., a general manager].
• Limitations on Partner Ability to Bind the JV: No partner may bind the Joint Venture without the express consent of the management committee.
• Maine Law Provisions: The partners acknowledge and agree to comply with Maine law regarding partner agency and liability.

5. Meetings and Records

• Partner Meetings: The management committee shall hold regular meetings [Frequency, e.g., monthly].
• Notice Requirements: Notice of meetings shall be provided at least [Number] days in advance.
• Quorum: A quorum for meetings shall consist of [Percentage]% of the members of the management committee.
• Record-Keeping: The Joint Venture shall maintain accurate books and records.
• Decision-Making Protocols:
  • Major decisions, such as amending this Agreement, shall require a [Percentage]% supermajority vote.
  • Routine operational decisions shall require a simple majority vote.

6. Partner Obligations and Duties

• Duties of Loyalty, Care, and Disclosure: Each partner shall owe the Joint Venture and the other partners the duties of loyalty, care, and disclosure as set forth by Maine law.
• Permitted Activities:
  • Each partner may continue to engage in other business activities, provided they do not conflict with the Purpose of the Joint Venture.
• Prohibited Activities:
  • No partner shall [Describe Prohibited Activities, e.g., engage in any business that directly competes with the Joint Venture].
• Exclusivity/Non-Compete:
  • Option A: During the term of this Agreement, each partner shall dedicate their best efforts exclusively to the Joint Venture.
  • Option B: The non-compete provisions of this agreement are limited to [Geographic Scope] and [Specific Activities].

7. Books, Records, and Accounting

• Maintenance of Books and Records: The Joint Venture shall maintain its books and records within Maine.
• Accounting Basis: The Joint Venture shall use [GAAP/Alternative Accounting Basis].
• Access Rights: Each partner shall have the right to access the Joint Venture's books and records.
• Audit/Review:
  • Option A: The Joint Venture shall conduct an annual audit.
  • Option B: The Joint Venture shall conduct an annual review.
• Maine-Specific State Filings: The Joint Venture shall comply with all required Maine-specific state filings.

8. Liability

• Limitations on Limited Partner Authority and Liability: [If Applicable, Describe Limitations].
• Joint and Several Liability: The partners acknowledge and agree that the general partners shall be jointly and severally liable for the obligations of the Joint Venture under Maine law.
• Indemnification: Each partner shall indemnify the other partners against losses arising from their own negligence or willful misconduct.
• Insurance: The Joint Venture shall maintain insurance coverage in an amount sufficient to protect its assets.
• Personal Guarantees: [If Applicable, Describe Personal Guarantees].

9. Transfer Restrictions

• Transfer Restrictions on Partnership Interests: No partner may transfer their interest in the Joint Venture without the prior written consent of the other partners.
• Drag-Along/Tag-Along Rights: [Describe Drag-Along/Tag-Along Rights, if any].
• Buy-Sell/Right of First Refusal Provisions:
  • Option A: The other partners shall have a right of first refusal to purchase the transferring partner's interest.
  • Option B: The Joint Venture shall have the option to purchase the transferring partner’s interest.
• Valuation and Payment Mechanisms: The purchase price shall be determined by [Valuation Method, e.g., a mutually agreed-upon appraisal].
• Assignment Requirements Under Maine Law: Any assignment must comply with all applicable Maine law.
• Withdrawal, Retirement, and Expulsion:
  • A partner may withdraw from the Joint Venture upon [Number] days' written notice.
  • A partner may be expelled for [Grounds for Expulsion, e.g., material breach of this Agreement].
• Impact on Partnership Continuity: Withdrawal or expulsion shall not automatically dissolve the Joint Venture if the remaining partners elect to continue.

10. Dispute Resolution

• Dispute Resolution Process:
  • Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [City, Maine].
  • If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City, Maine].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maine.
• Maine Uniform Arbitration Act: The parties agree that the Maine Uniform Arbitration Act shall govern any arbitration proceedings.

11. Dissolution

• Triggers for Dissolution: The Joint Venture shall dissolve upon the occurrence of any of the following events:
  • Major default by a partner.
  • Partner deadlock.
  • Completion of the Project.
• Maine-Specific Winding Up Requirements: The winding up of the Joint Venture shall comply with all applicable Maine law.
• Statutory Notice Filings: The Joint Venture shall file all required statutory notices with the State of Maine.
• Asset Liquidation Priorities: The assets of the Joint Venture shall be liquidated in the following order of priority:
  • Payment of creditors.
  • Repayment of capital contributions.
  • Distribution of remaining assets to the partners in proportion to their ownership percentages.
• Satisfaction of Maine Tax and Creditor Claims: All Maine tax and creditor claims shall be satisfied prior to any distributions to the partners.
• Final Distributions: Final distributions shall be made to the partners after all debts and liabilities of the Joint Venture have been satisfied.

12. Intellectual Property

• Treatment of Intellectual Property:
  • All intellectual property developed during the Joint Venture shall be jointly owned by the partners.
• Confidentiality and Non-Disclosure: Each partner shall maintain the confidentiality of the Joint Venture's proprietary information.
• Handling of Proprietary Data: All proprietary data shall be handled in accordance with the Joint Venture's data security policy.
• Maine-Specific Considerations: The parties acknowledge and agree to comply with any Maine-specific laws or regulations regarding intellectual property, particularly in regulated industries such as forestry, aquaculture, or healthcare.

13. Representations, Warranties, and Covenants

• Representations and Warranties: Each partner represents and warrants that they have the authority to enter into this Agreement.
• Compliance with Maine Licensing: Each partner warrants that they are in compliance with all applicable Maine licensing requirements.
• Absence of Undisclosed Liabilities: Each partner represents and warrants that they have no undisclosed liabilities.
• Adherence to Anti-Money Laundering and Sanctions Requirements: Each partner covenants to comply with all applicable anti-money laundering and sanctions requirements.

14. Compliance with Maine Laws

• Compliance with Maine Licensing: The Joint Venture shall comply with all relevant Maine licensing laws.
• Compliance with Environmental Laws: The Joint Venture shall comply with all applicable Maine environmental laws.
• Compliance with Industry-Specific Laws: The Joint Venture shall comply with all applicable Maine industry-specific laws.

15. Taxation

• Composite Return Options: The Joint Venture may elect to file a Maine composite return.
• Withholding Obligations for Nonresident Partners: The Joint Venture shall comply with all applicable Maine withholding obligations for nonresident partners.
• Apportionment for Multi-State Ventures: [If Applicable, Describe Apportionment Method].
• Maine Revenue Services Reporting: The Joint Venture shall comply with all Maine Revenue Services reporting requirements.
• Election as a Maine Composite Taxpayer: The Joint Venture [Elects/Does Not Elect] to be a Maine composite taxpayer.

16. Local Ordinances and Permits

• Compliance with Local Ordinances: The Joint Venture shall comply with all applicable local (municipal) business ordinances or operating permits.

17. Regulatory Disclosures and Approvals

• Regulatory Disclosures: [If Applicable, Describe Required Regulatory Disclosures].
• Required Approvals: [If Applicable, Describe Required Regulatory Approvals].

18. Force Majeure

• Force Majeure Events: Neither party shall be liable for any failure to perform its obligations under this Agreement due to force majeure events, including acts of God, war, or government regulation.

19. Succession Planning

• Succession Planning: The partners shall develop a succession plan for the management of the Joint Venture.

20. Notices

• Addresses for Legal Notices:
  • [Partner 1 Abbreviated Name]: [Partner 1 Notice Address]
  • [Partner 2 Abbreviated Name]: [Partner 2 Notice Address]

21. Amendment

• Amendment Procedures: This Agreement may be amended only by a written instrument signed by all of the partners.

22. 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.

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

[Partner 1 Name]

By: [Name]

Title: [Title]

[Partner 2 Name]

By: [Name]

Title: [Title]

Appendices/Schedules:

• Appendix A: Business Plan
• Appendix B: Budget
• Appendix C: Bank Accounts Held in Maine
• Appendix D: Partner Contact Information