Massachusetts joint venture agreement template

Massachusetts Joint Venture Agreement

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

• [Venturer 1 Legal Name], a [Venturer 1 Entity Type, e.g., Massachusetts corporation], with a principal place of business at [Venturer 1 Address], and represented by [Venturer 1 Representative Name] (“Venturer 1”); and
• [Venturer 2 Legal Name], a [Venturer 2 Entity Type, e.g., Massachusetts limited liability company], with a principal place of business at [Venturer 2 Address], and represented by [Venturer 2 Representative Name] (“Venturer 2”).

WHEREAS, Venturer 1 and Venturer 2 desire to form a joint venture under the laws of the Commonwealth of Massachusetts, specifically under Massachusetts General Laws (MGL) Chapter 108A (and Chapter 156D if applicable), for the purpose of [Joint Venture Purpose].

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

Formation and Purpose

• Option A: Formation: The parties hereby form a joint venture, named [Joint Venture Name] (the “Joint Venture”), as a partnership under Massachusetts law, pursuant to MGL c. 108A.
• Option B: Purpose: The Joint Venture shall engage exclusively in the business of [Detailed Description of Business Purpose] within the Commonwealth of Massachusetts, with its principal location at [Joint Venture Principal Location, including street address for service of process in Massachusetts].
• Scope: The scope of authorized activities of the Joint Venture is limited to [Detailed Scope of Authorized Activities].

Term and Termination

• Option A: Fixed Term: The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, expiring on [Expiration Date], unless sooner terminated as provided herein.
• Option B: Indefinite Term: The term of this Agreement shall commence on the Effective Date and continue until terminated as provided herein.
• Termination Events: This Agreement may be terminated upon the occurrence of any of the following events:
  • Mutual written consent of Venturer 1 and Venturer 2.
  • [Specific Termination Milestone/Event, e.g., Completion of Real Estate Development Project].
  • Material breach of this Agreement by either party, subject to a [Number] day cure period after written notice.
  • [Other Termination Event].

Venturers

• Venturer 1: [Venturer 1 Legal Name], a [Venturer 1 Entity Type], shall be a [Venturer 1 Role, e.g., Managing Venturer] and shall have the rights and responsibilities as set forth in this Agreement.
• Venturer 2: [Venturer 2 Legal Name], a [Venturer 2 Entity Type], shall be a [Venturer 2 Role, e.g., Contributing Venturer] and shall have the rights and responsibilities as set forth in this Agreement.
• Roles and Responsibilities:
  • Venturer 1 Responsibilities: [List of Venturer 1’s Responsibilities].
  • Venturer 2 Responsibilities: [List of Venturer 2’s Responsibilities].

Contributions

• Option A: Initial Contributions: Venturer 1 shall contribute [Venturer 1 Contribution Description, e.g., $ Amount] in cash. Venturer 2 shall contribute [Venturer 2 Contribution Description, e.g., Real Property located at Address, with Appraised Value].
• Option B: Valuation: The value of non-cash contributions shall be determined by [Valuation Method, e.g., Independent Appraisal] as required by Massachusetts law.
• Additional Contributions: Any additional capital contributions required by the Joint Venture shall be contributed by the Venturers in proportion to their respective Percentage Interests (as defined below), subject to a capital call procedure as follows: [Detailed Capital Call Procedure].

Ownership, Voting, and Profit/Loss Sharing

• Ownership Percentages: The ownership percentages (“Percentage Interests”) in the Joint Venture shall be as follows:
  • Venturer 1: [Venturer 1 Percentage]%.
  • Venturer 2: [Venturer 2 Percentage]%.
• Voting Rights: Each Venturer shall have voting rights in proportion to their respective Percentage Interests.
• Profit and Loss Allocation: Profits and losses of the Joint Venture shall be allocated to the Venturers in proportion to their respective Percentage Interests.
• Preferred Returns: [Description of Preferred Returns, if any].

Management

• Option A: Management Committee: The management of the Joint Venture shall be vested in a Management Committee consisting of [Number] members. Venturer 1 shall appoint [Number] members, and Venturer 2 shall appoint [Number] members.
• Option B: Lead Partner: Venturer 1 shall act as the Lead Partner and shall be responsible for the day-to-day management of the Joint Venture.
• Voting Procedures: Decisions of the Management Committee shall require a [Majority/Supermajority]% vote.
• Quorum: A quorum for any meeting of the Management Committee shall consist of [Number] members.
• Deadlock: In the event of a deadlock, the matter shall be resolved by [Deadlock Resolution Method, e.g., Mediation, Arbitration].
• Massachusetts Residency: [Requirement for Massachusetts Residency of Decision-Makers, if any].

Authority

• Authority to Bind: Neither Venturer shall have the authority to bind the Joint Venture to any agreement or obligation exceeding [Dollar Amount] without the prior written consent of the other Venturer.
• Limitations: No Venturer shall take any action that would [Specific Limitations on Partner Actions].
• Delegation: The Lead Partner may delegate authority to employees or agents of the Joint Venture, subject to [Restrictions on Delegation].

Accounting and Tax

• Tax Classification: The Joint Venture shall be treated as a partnership for federal and Massachusetts income tax purposes.
• Tax Matters Partner: [Name of Tax Matters Partner] shall serve as the Joint Venture’s tax matters partner for Massachusetts tax purposes.
• Tax Filings: The Joint Venture shall file all required federal and Massachusetts tax returns, including MA Form 3 (if applicable), in a timely manner.
• K-1 Statements: The Joint Venture shall provide each Venturer with a Schedule K-1.
• Massachusetts Tax Compliance: The Joint Venture shall comply with all applicable Massachusetts tax laws, including pass-through entity excise and sales/use tax if relevant.

Records and Reporting

• Record Keeping: The Joint Venture shall maintain complete and accurate books and records at its principal place of business in Massachusetts, in accordance with generally accepted accounting principles.
• Inspection Rights: Each Venturer shall have the right to inspect the books and records of the Joint Venture upon reasonable notice.
• Reporting: The Joint Venture shall provide each Venturer with [Frequency, e.g., monthly, quarterly] financial reports.
• Confidentiality: Each Venturer shall maintain the confidentiality of the Joint Venture’s proprietary information.

Admission of New Venturers

• Admission: New venturers may be admitted to the Joint Venture only upon the unanimous written consent of the existing Venturers.
• Procedures: The admission of a new venturer shall be subject to the following procedures: [Detailed Admission Procedures].
• Massachusetts Securities Compliance: Any admission of a new venturer shall comply with all applicable Massachusetts securities laws.

Transfer of Interests

• Restrictions: No Venturer shall sell, assign, or transfer its interest in the Joint Venture without the prior written consent of the other Venturer, which consent shall not be unreasonably withheld.
• Right of First Refusal: The other Venturer shall have a right of first refusal to purchase the transferring Venturer's interest.
• Buy-Sell Provisions: [Detailed Buy-Sell Provisions].
• Massachusetts Uniform Probate Code: The provisions of the Massachusetts Uniform Probate Code shall apply to the transfer of interests upon the death of an individual Venturer.

Withdrawal, Resignation, and Expulsion

• Withdrawal/Resignation: A Venturer may withdraw or resign from the Joint Venture upon [Number] days' written notice to the other Venturer.
• Expulsion: A Venturer may be expelled from the Joint Venture upon the occurrence of any of the following events: [Events of Default, e.g., breach of contribution obligation, insolvency, felony conviction].
• Buyout: Upon withdrawal, resignation, or expulsion, the remaining Venturer shall have the right to purchase the withdrawing, resigning, or expelled Venturer’s interest in the Joint Venture for a price determined by [Valuation Methodology], as required for Massachusetts business entities.
• Non-Competition/Non-Solicitation: Upon withdrawal, resignation, or expulsion, a Venturer shall be subject to the following non-competition and non-solicitation restrictions: [Detailed Non-Competition/Non-Solicitation Clauses Tailored to Massachusetts Standards].

Liability and Indemnification

• Liability: The liability of each Venturer shall be governed by Massachusetts law, including joint and several liability for acts performed within the scope of the Joint Venture.
• Indemnification: Each Venturer shall indemnify and hold harmless the other Venturer from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to its acts or omissions in connection with the Joint Venture, except for those arising from the other Venturer’s gross negligence or willful misconduct.
• Insurance: The Joint Venture shall maintain insurance coverage in the following amounts: [Minimum Coverage Levels], including required Massachusetts endorsements for commercial general liability, workers' compensation, and professional liability (as appropriate).

Compliance with Laws

• Massachusetts Laws: The Joint Venture shall comply with all applicable Massachusetts laws, regulations, and ordinances, including but not limited to industry regulations, professional licensing, permits, environmental standards, consumer protection requirements (MGL c. 93A), and labor/employment laws.

Dispute Resolution

• Mediation: Any dispute arising out of or relating to this Agreement shall be submitted to mediation in [City, Massachusetts] before resorting to arbitration or litigation.
• Arbitration: If mediation is unsuccessful, any dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with venue in [City, Massachusetts].
• Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.

Banking and Financial Management

• Banking: The Joint Venture shall maintain its bank accounts at [Massachusetts-Based Financial Institution].
• Financial Management: The Joint Venture’s funds shall be managed in accordance with [Specific Financial Management Procedures].
• Commingling: No Venturer shall commingle the Joint Venture’s funds with its own funds.

Dissolution

• Dissolution Events: The Joint Venture shall dissolve upon the occurrence of any of the following events: [Dissolution Events, including regulatory, legal, or operational causes].
• Winding Up: Upon dissolution, the Joint Venture shall be wound up in accordance with Massachusetts law, including the settlement of debts and the distribution of remaining assets.
• Distribution of Assets: The assets of the Joint Venture shall be distributed in the following order of priority: [Priority Order per MGL c. 108A].
• Statement of Dissolution: A statement of dissolution shall be filed with the appropriate Massachusetts agencies.

Representations and Warranties

• Authority: Each Venturer represents and warrants that it has the full power and authority to enter into this Agreement.
• Capacity: Each Venturer represents and warrants that it has the legal capacity to enter into this Agreement.
• Absence of Liabilities: Each Venturer represents and warrants that it is not aware of any undisclosed liabilities that could materially affect the Joint Venture.
• Compliance: Each Venturer represents and warrants that it is in compliance with all applicable Massachusetts anti-corruption, anti-money laundering, and conflict of interest laws.

Amendments

• Amendments: This Agreement may be amended only by a written instrument signed by both Venturers.
• Approval Requirements: Any amendment to this Agreement shall require [Supermajority/Unanimous] written consent of the Venturers.
• Electronic Transactions: This Agreement recognizes Massachusetts electronic transaction standards for enforceable execution.

Miscellaneous

• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event.
• Assignment: This Agreement shall not be assigned by either party without the prior written consent of the other party.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, consistent with Massachusetts law.

Exhibits

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

• Exhibit A: Business Plan
• Exhibit B: Capital Contributions Spreadsheet
• Exhibit C: [Other Exhibit]

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

[Venturer 1 Legal Name]

By: [Venturer 1 Representative Name]

Title: [Venturer 1 Representative Title]

[Venturer 2 Legal Name]

By: [Venturer 2 Representative Name]

Title: [Venturer 2 Representative Title]