Michigan joint venture agreement template

Michigan Joint Venture Agreement

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

• [Partner 1 Name], a [Partner 1 Legal Status, e.g., Michigan corporation], with its principal place of business at [Partner 1 Address], and, if applicable, registered with the Michigan Department of Licensing and Regulatory Affairs (LARA) with entity ID [Partner 1 Entity ID], and whose registered agent in Michigan is [Registered Agent Name], located at [Registered Agent Address] ("Partner 1").
• [Partner 2 Name], a [Partner 2 Legal Status, e.g., Michigan limited liability company], with its principal place of business at [Partner 2 Address], and, if applicable, registered with the Michigan Department of Licensing and Regulatory Affairs (LARA) with entity ID [Partner 2 Entity ID], and whose registered agent in Michigan is [Registered Agent Name], located at [Registered Agent Address] ("Partner 2").

Each Partner represents that they have the full power and authority to enter into and perform this Agreement.

1. Purpose and Scope

This joint venture partnership is formed under Michigan law for the specific purpose of: [Description of Business Purpose, e.g., Developing and operating a cannabis cultivation facility].

• Option A: The geographic scope of this joint venture is limited to the State of Michigan.
• Option B: The geographic scope of this joint venture is limited to [Specific County/City in Michigan].

The principal place of business of the joint venture shall be located at [Address in Michigan].

The term of this Agreement shall commence on the Effective Date and shall continue until [Date or Event, e.g., Completion of the Project], unless sooner terminated as provided herein.

• Option A: Renewal of the term requires unanimous written consent of all partners at least [Number] days before the termination date.
• Option B: The term will automatically renew for successive terms of [Number] years unless either partner provides written notice of non-renewal [Number] days prior to the end of the current term.

2. Capital Contributions

Partner 1 shall contribute [Amount] in cash, and/or [Description of Property] valued at [Amount], and/or [Description of Services] valued at [Amount] to the Joint Venture.

Partner 2 shall contribute [Amount] in cash, and/or [Description of Property] valued at [Amount], and/or [Description of Services] valued at [Amount] to the Joint Venture.

All contributions shall be made within [Number] days of the Effective Date.

• Option A: Any additional capital contributions will require a unanimous vote of the partners.
• Option B: Additional capital contributions, up to an aggregate of [Amount], shall be requested by the Managing Partner upon a majority vote of the management committee. Failure to contribute within [Number] days of the request will result in [Penalty, e.g., dilution of ownership].

Valuation of non-cash contributions shall be determined by [Method, e.g., independent appraisal].

3. Ownership, Voting, and Profit/Loss Allocation

The ownership percentages, voting interest, and profit/loss allocations shall be as follows:

• Partner 1: [Percentage]%
• Partner 2: [Percentage]%

These percentages are subject to adjustment as provided in Section [Section Number] regarding additional capital contributions or transfer of ownership.

• Option A: Profits and losses shall be allocated in proportion to the Partners' ownership percentages.
• Option B: Profits shall be allocated [Percentage]% to Partner 1 and [Percentage]% to Partner 2. Losses shall be allocated in proportion to capital contributions.

4. Management

The management of the Joint Venture shall be vested in a Management Committee comprised of representatives from each Partner.

• Option A: Each Partner shall appoint [Number] representative(s) to the Management Committee.
• Option B: Partner 1 shall appoint [Number] representative(s) and Partner 2 shall appoint [Number] representative(s) to the Management Committee.

The Managing Partner shall be [Partner Name or Position, e.g., the representative of Partner 1]. The Managing Partner shall be responsible for [Responsibilities, e.g., day-to-day operations and financial management].

Decisions shall be made by [Voting Threshold, e.g., majority vote] of the Management Committee, except for the following Reserved Matters which require unanimous consent: [List of Reserved Matters, e.g., sale of the Joint Venture assets, incurring debt over $[Amount]].

Meetings of the Management Committee shall be held [Frequency, e.g., monthly] and notice shall be provided at least [Number] days in advance in accordance with Michigan law.

5. Limitations and Restrictions on Authority

No Partner shall have the authority to:

• Incur debt on behalf of the Joint Venture exceeding [Amount] without the prior written consent of the other Partner.
• Sell, transfer, or encumber any Joint Venture asset without the prior written consent of the other Partner.
• Bind the Joint Venture to any agreement that extends beyond the termination date of this Agreement.

Any actions taken in violation of these limitations shall not bind the Joint Venture and the acting Partner shall be solely liable.

6. Fiduciary Duties

Each Partner shall owe a fiduciary duty of loyalty and care to the Joint Venture and the other Partner, consistent with Michigan law.

• Option A: The Partners agree that the duties owed are those generally applicable to partners under the Michigan Uniform Partnership Act, without limitation.
• Option B: The Partners agree to the following modifications/clarifications to their fiduciary duties: [Specific modifications, if any].

7. Financial Accounting

The Joint Venture shall maintain accurate and complete financial records in accordance with [Accounting Method, e.g., GAAP].

The fiscal year of the Joint Venture shall end on [Date].

A Michigan-based bookkeeper or accounting firm, [Name], shall be appointed to maintain the financial records.

Each Partner shall have the right to inspect the financial records upon reasonable notice.

The Joint Venture shall be treated as a partnership for federal and Michigan tax purposes, with profits and losses passing through to the Partners in accordance with Section 3. The Tax Matters Partner shall be [Partner Name].

8. Contributions and Withdrawal of Capital

No Partner may withdraw capital from the Joint Venture without the prior written consent of the other Partner.

Procedures for additional capital contributions are described in Section 2.

New partners may be admitted to the Joint Venture only upon the unanimous written consent of the existing Partners.

9. Assignment and Transfer Restrictions

No Partner may assign or transfer their interest in the Joint Venture without the prior written consent of the other Partner, which consent shall not be unreasonably withheld.

• Option A: In the event a Partner desires to transfer their interest, the other Partner shall have a right of first refusal to purchase the interest at fair market value.
• Option B: Any transfer of a Partnership interest is void if it violates the securities laws of the State of Michigan.

Any transfer in violation of this section shall be void.

10. Withdrawal, Resignation, or Expulsion

A Partner may withdraw or resign from the Joint Venture upon [Number] days written notice to the other Partner.

A Partner may be expelled from the Joint Venture for [Reasons, e.g., material breach of this Agreement, gross negligence, or willful misconduct] upon a unanimous vote of the other Partners.

Upon withdrawal, resignation, or expulsion, the remaining Partner shall purchase the withdrawing Partner's interest at fair market value, as determined by [Valuation Method].

11. Limitation of Liability and Indemnification

To the maximum extent permitted under Michigan law, no Partner shall be liable to the other Partner for any act or omission relating to the Joint Venture, except for acts of gross negligence, willful misconduct, or breach of this Agreement.

The Joint Venture shall indemnify and hold harmless each Partner from and against any and all claims, losses, damages, liabilities, and expenses arising out of or relating to the Joint Venture's business, except to the extent caused by such Partner's gross negligence, willful misconduct, or breach of this Agreement.

12. Confidentiality, Non-Compete, and Non-Solicitation

Each Partner agrees to hold confidential all Confidential Information (as defined below) relating to the Joint Venture. "Confidential Information" includes, but is not limited to, [Examples of Confidential Information].

During the term of this Agreement and for a period of [Number] years thereafter, each Partner agrees not to compete with the Joint Venture within [Geographic Area within Michigan] with respect to [Specific Activities].

During the term of this Agreement and for a period of [Number] years thereafter, each Partner agrees not to solicit employees or customers of the Joint Venture.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation] in [City, Michigan] before resorting to litigation. If mediation fails, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association in [City, Michigan].

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

The exclusive jurisdiction for any legal action arising out of or relating to this Agreement shall be in the state courts of Michigan.

14. Dissolution and Winding Up

The Joint Venture may be dissolved upon the occurrence of any of the following events:

• Completion of the Purpose described in Section 1.
• Mutual agreement of the Partners.
• Bankruptcy or insolvency of a Partner.
• [Other Triggering Events].

Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed in the following order: (a) to creditors; (b) to Partners in proportion to their capital contributions; and (c) to Partners in proportion to their ownership percentages. Winding up will be done in accordance with the Michigan Uniform Partnership Act.

15. Compliance with Michigan Law

The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, [Specific Michigan Laws and Regulations relevant to the business].

16. Insurance

The Joint Venture shall maintain insurance coverage in amounts and types appropriate for the business, including but not limited to [Types of Insurance].

17. Recordkeeping and Inspection Rights

The Joint Venture shall maintain all necessary records in compliance with Michigan law at [Location of Records]. Each partner has inspection rights to these records.

18. Representations and Warranties

Each partner represents and warrants that: (a) they have the legal capacity to enter into this agreement; and (b) this agreement is a legal, valid, and binding obligation, enforceable against them in accordance with its terms.

19. Force Majeure

Neither partner shall be liable for any failure to perform their obligations under this agreement due to circumstances beyond their reasonable control, including but not limited to acts of God, war, terrorism, or government regulation.

20. Integration and Amendment

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

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

[Partner 1 Name]

By: [Name]

Title: [Title]

[Partner 2 Name]

By: [Name]

Title: [Title]