Maryland joint venture agreement template

Maryland Joint Venture Agreement

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

• [Joint Venture Partner 1 Name], a [Legal Entity Type, e.g., corporation] with its principal place of business at [Address], and contact information: [Phone Number], [Email Address] ("Partner 1"), and
• [Joint Venture Partner 2 Name], a [Legal Entity Type, e.g., LLC] with its principal place of business at [Address], and contact information: [Phone Number], [Email Address] ("Partner 2").

Recitals

WHEREAS, Partner 1 and Partner 2 desire to form a joint venture under the laws of the State of Maryland for the purpose of [Briefly describe the purpose of the joint venture]; and

WHEREAS, the parties intend this Agreement to constitute a valid and binding agreement establishing a joint venture partnership under the Maryland Revised Uniform Partnership Act, Title 9A Md. Code Ann.

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

Formation

• The parties hereby form a joint venture partnership (the "Joint Venture") under the laws of the State of Maryland, specifically the Maryland Revised Uniform Partnership Act, Title 9A Md. Code Ann. This Joint Venture is distinct from a corporation, LLC, or general partnership.
• The parties shall execute all necessary documents and filings with the Maryland Department of Assessments and Taxation (SDAT) to properly register the Joint Venture in Maryland.

Name and Principal Place of Business

• The name of the Joint Venture shall be [Joint Venture Name].
• The principal place of business of the Joint Venture shall be located at [Address] in Maryland. This shall also serve as the Joint Venture’s business registration address.

Purpose and Scope

• The purpose of the Joint Venture is to [Detailed Description of Business Purpose]. The scope of activities will include [Specific Scope of Activities].
• The business objectives and project milestones are as follows: [List of Objectives and Milestones].
• The Joint Venture shall obtain all necessary licenses and permits required under Maryland law to conduct its business, including [Specific Maryland Licenses or Permits].

Term

• Option A: The term of this Joint Venture shall commence on the date hereof and shall continue for a period of [Number] years.
• Option B: The term of this Joint Venture shall commence on the date hereof and shall continue until the completion of the [Specific Project Name] project.
• Option C: The term of this Joint Venture is indefinite, subject to termination as provided herein. The Joint Venture will be reviewed at milestones [Description of Milestones].

Capital Contributions

• Partner 1 shall contribute the following to the Joint Venture: [Description of Contribution, e.g., Cash Amount, Property Description, Services Details]. The value of this contribution is determined as [Valuation Method]. Deadline for Contribution: [Date].
• Partner 2 shall contribute the following to the Joint Venture: [Description of Contribution, e.g., Cash Amount, Property Description, Services Details]. The value of this contribution is determined as [Valuation Method]. Deadline for Contribution: [Date].
• Additional Capital Contributions:
  • Option A: Additional capital contributions shall be made only upon the unanimous consent of both partners.
  • Option B: Additional capital contributions may be required by a majority vote of the partners. If required, each partner shall contribute in proportion to their initial capital contribution.
• Capital accounts will be maintained according to Maryland law. Failure to contribute capital is enforceable under Maryland contract law.

Rights, Responsibilities, and Management

• Option A: Joint Management. Both partners shall have equal rights and responsibilities in the management and control of the Joint Venture. All decisions require unanimous consent.
• Option B: Managing Partner. Partner [Name of Partner] shall serve as the Managing Partner and shall be responsible for the day-to-day operations of the Joint Venture. However, critical decisions require approval by both parties, including but not limited to: [List of Critical Decisions].
• Option C: Committee Structure. A management committee will be formed, consisting of [Number] representatives from each partner. The committee will oversee the operations of the Joint Venture. Decisions will be made by a [Majority/Supermajority] vote.
• Voting Rights: Each partner shall have a [Percentage]% voting right.

Meetings and Records

• Regular meetings of the partners shall be held [Frequency, e.g., quarterly]. Special meetings may be called upon [Number] days' written notice by either partner.
• Quorum for meetings shall require the presence of both partners or their designated representatives.
• Minutes of all meetings shall be recorded and maintained. Each partner shall have the right to inspect the books and records of the Joint Venture, as permitted under Maryland law.

Profit, Loss, and Distribution

• Profits and losses of the Joint Venture shall be allocated as follows:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
• Distributions shall be made to the partners [Frequency, e.g., quarterly], after payment of all expenses and liabilities of the Joint Venture.
• Distributions shall be made in the following priority: [Priority for Return of Capital and Profits].
• Tax Allocation: Profits and losses shall be allocated in accordance with Section 704(b) of the Internal Revenue Code and applicable Maryland tax laws.
• The partnership shall designate [Name of Partner] as the "partnership representative" for IRS audit purposes, as required by the Bipartisan Budget Act of 2015. Maryland tax reporting is required.

Accounting and Tax Matters

• The Joint Venture shall maintain its books and records in accordance with generally accepted accounting principles (GAAP). The fiscal year of the Joint Venture shall end on [Date]. The books and records will be stored at [Location] in Maryland.
• A Maryland partnership tax matters partner will be appointed. State and local tax registration is required. Compliance with Maryland-specific withholding tax rules is mandatory (including nonresident partners, composite returns, and estimated payments).

Insurance

The Joint Venture shall maintain the following insurance coverage: [List of Insurance Types and Coverage Amounts, e.g., General Liability, Property Insurance]. All insurance must comply with regulatory insurance obligations under Maryland Law.

Admission of New Partners

No new partners may be admitted to the Joint Venture without the [Unanimous/Majority] consent of the existing partners. Due diligence will be completed.

Assignment and Transfer

No partner may assign, transfer, or encumber their interest in the Joint Venture without the prior written consent of the other partner. Right-of-first-refusal applies. Compliance with Maryland-specific limits on transferability is required.

Buyout Provisions

• In the event of a buyout event (death, disability, bankruptcy, voluntary withdrawal, or expulsion for cause), the remaining partner shall have the option to purchase the departing partner's interest.
• The buyout price shall be determined by [Method of Calculating Buyout Price, e.g., Independent Appraisal].
• Payment terms shall be as follows: [Payment Terms]. Maryland statutory requirements for dissociation apply.

Termination and Dissolution

• This Joint Venture may be terminated upon the occurrence of any of the following events: [List of Termination Events].
• Upon termination, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed in accordance with the provisions of the Maryland Revised Uniform Partnership Act, Title 9A Md. Code Ann.

Liability and Indemnification

• Each partner shall be liable for the debts and obligations of the Joint Venture to the extent provided by Maryland law.
• The Joint Venture shall indemnify and hold harmless each partner, manager, officer, and employee from and against any and all claims, losses, and liabilities arising out of their performance of duties in connection with the Joint Venture, subject to limitations under Maryland statutes.

Limitation of Authority

No partner or agent shall have the authority to bind the Joint Venture except as expressly provided in this Agreement. Exceptions are [Exceptions to Limitations of Authority].

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through the following procedures:
  • Escalation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
  • Mediation: If negotiation fails, the parties shall submit the dispute to mediation in Maryland.
  • Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in Maryland in accordance with the rules of the American Arbitration Association.
• The parties hereby waive their right to a jury trial. Maryland law and courts govern.

Confidentiality and Non-Compete

• Each partner shall maintain the confidentiality of all confidential information relating to the Joint Venture.
• During the term of this Agreement and for a period of [Number] years thereafter, each partner shall not engage in any business that is competitive with the business of the Joint Venture within [Geographic Area].

Regulatory Compliance

The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including all Maryland industry-specific regulations affecting the Joint Venture, including but not limited to [Specific Statutory Citations and Maryland Regulatory Authorities].

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier to the addresses set forth above.

Amendment

This Agreement may be amended only by a written instrument signed by both partners. Amendments must comply with Maryland statutory requirements.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

Severability

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

Intellectual Property

Intellectual property developed during the JV shall be owned by [Owner of Intellectual Property]. License-back rights are granted to [Party Receiving License-Back Rights]. Compliance with Maryland filing requirements (if any) is mandatory.

Regulatory Investigations

The parties shall cooperate fully in the event of any regulatory investigation, Maryland Attorney General investigations, or government inquiries related to the Joint Venture activity.

Exhibits

The following exhibits are attached to and incorporated into this Agreement:

• Exhibit A: Partner Contribution Schedule
• Exhibit B: Business Plan
• Exhibit C: Maryland Business License

Fees and Costs

A schedule of fees and costs is attached as Exhibit D. Expense reimbursement policies are as follows: [Expense Reimbursement Policies]. The banking arrangements, including compliance with Maryland banking law, are detailed in Exhibit E.

Economic Incentives

The Joint Venture will explore state and local economic incentives, tax credits, or financing arrangements available to businesses operating in Maryland. Responsibility for obtaining and distributing benefits: [Allocation of Responsibility].

Standard of Conduct

The partners shall act in accordance with Maryland’s standards of loyalty, care, and good faith as set out in the Maryland Revised Uniform Partnership Act.

Warranties and Representations

Each party warrants and represents that it has the authority to enter into this Agreement and that it is not subject to any conflicting obligations.

Employment

[If applicable] Employee hiring, payroll, benefits, and employment law compliance under Maryland law will be the responsibility of [Responsible Party].

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

[Joint Venture Partner 1 Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Joint Venture Partner 2 Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]