Minnesota joint venture agreement template

Minnesota Joint Venture Agreement

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

• [Party A Legal Name], a [Party A Legal Status, e.g., Minnesota corporation], with its principal place of business at [Party A Business Address], hereinafter referred to as "Party A," and
• [Party B Legal Name], a [Party B Legal Status, e.g., Minnesota limited liability company], with its principal place of business at [Party B Business Address], hereinafter referred to as "Party B."

Each party is referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties desire to form a joint venture for the purpose of [Brief description of Joint Venture Purpose] within the State of Minnesota, subject to the terms and conditions hereinafter set forth.

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

1. Formation and Purpose

• Option A: The Parties hereby form a joint venture partnership (the "Joint Venture") under the laws of the State of Minnesota, to be governed by the Minnesota Uniform Partnership Act (MN UPA).
• Option B: The Parties shall form a limited liability company (the "Company") under Minnesota Statutes Chapter 322C, as the legal entity for the Joint Venture. The Parties shall execute and file Articles of Organization with the Minnesota Secretary of State. [Minnesota Secretary of State Filing Number, if applicable]
• Option C: No separate legal entity shall be created. The Joint Venture will operate as a contractual arrangement under Minnesota law.

The purpose of the Joint Venture is [Detailed Description of Joint Venture Purpose, Scope, Strategic Objectives, and Project Details]. The Joint Venture shall only engage in activities reasonably related to the achievement of this purpose.

2. 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 [Joint Venture Business Address] within the State of Minnesota.

3. Term

• Option A: The term of this Agreement shall commence as of the Effective Date and shall continue for a fixed period of [Number] years, unless earlier terminated as provided herein.
• Option B: The term of this Agreement shall commence as of the Effective Date and shall continue until the completion of the project described in Section 1.
• Option C: The term of this Agreement shall commence as of the Effective Date and shall continue indefinitely, until terminated by mutual written agreement of the Parties or as otherwise provided herein.

4. Parties' Legal Status

• Party A: [Party A Legal Status, e.g., a Minnesota corporation]. Registered with the Minnesota Secretary of State under file number [Party A Secretary of State Filing Number, if applicable].
• Party B: [Party B Legal Status, e.g., a Minnesota limited liability company]. Registered with the Minnesota Secretary of State under file number [Party B Secretary of State Filing Number, if applicable].
• Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of the State of Minnesota (or its jurisdiction of formation if other than Minnesota).

5. Capital Contributions

• Party A shall contribute [Dollar Amount] in cash and/or [Description of Assets, IP, or Services] valued at [Dollar Amount], according to the following schedule: [Contribution Schedule].
• Party B shall contribute [Dollar Amount] in cash and/or [Description of Assets, IP, or Services] valued at [Dollar Amount], according to the following schedule: [Contribution Schedule].
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the Parties. The amount and timing of such contributions shall be determined by the Parties.
  • Option C: Capital Calls will be made by the Managing Partner with 30 days written notice.
• Failure to Contribute: If a Party fails to make a required capital contribution, the other Party shall have the right to [Remedies for Non-Contribution, e.g., loan the funds, reduce the defaulting Party's ownership percentage, dilute their share of profits].

6. Ownership and Voting

• Party A shall own [Percentage]% of the Joint Venture.
• Party B shall own [Percentage]% of the Joint Venture.
• Voting:
  • Option A: Each Party shall have voting rights proportional to its ownership percentage.
  • Option B: Each Party shall have one vote.
• Recalculation of Ownership: The ownership percentages may be recalculated if additional capital contributions are made, according to the following formula: [Formula for Ownership Recalculation]. This recalculation must comply with Minnesota UPA.

7. Management

• Management Authority:
  • Option A: The Joint Venture shall be managed by a management committee (the "Committee") consisting of [Number] representatives from each Party.
  • Option B: Party A shall be the Managing Partner and shall have primary responsibility for the day-to-day operations of the Joint Venture. [Specific day-to-day operational roles of Party A]
  • Option C: Party B shall be the Managing Partner and shall have primary responsibility for the day-to-day operations of the Joint Venture. [Specific day-to-day operational roles of Party B]
• Reserved Powers: The following actions shall require the unanimous/supermajority approval of the Parties: [List of Major Actions Requiring Unanimous or Supermajority Approval, e.g., admission of new partners, incurring significant liabilities, amendments, borrowing, entering material contracts, buying or selling key assets, merging, dissolution].
• Limitations on Authority: No Party shall have the authority to bind the Joint Venture to any agreement or obligation outside the scope of this Agreement without the prior written consent of the other Party.

8. Meetings

• The Parties shall hold meetings at least [Frequency, e.g., quarterly].
• Notice of meetings shall be given at least [Number] days prior to the meeting date.
• Quorum: A quorum for any meeting shall consist of [Percentage]% of the ownership interests.
• Meeting Minutes shall be recorded and maintained by [Person Responsible].

9. Profits and Losses

Profits and losses of the Joint Venture shall be allocated between the Parties in proportion to their ownership percentages. Distributions of profits shall be made [Frequency, e.g., quarterly] in accordance with the cash available and the working capital needs of the Joint Venture. [Detailed allocation rules]

10. Tax Matters

• Party [Party Name] shall be the Partnership Representative for federal tax purposes.
• The Joint Venture shall file all required federal and Minnesota tax returns. The Joint Venture will adhere to Minnesota pass-through tax treatment requirements.
• Each Party shall be responsible for its own income tax liabilities arising from its share of the Joint Venture's profits and losses.

11. Compliance

The Joint Venture shall comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to all Minnesota business licenses, industry-specific Minnesota regulatory requirements, insurance coverage (including statutory Minnesota workers’ compensation and liability), and maintenance of all required permits.

12. Admission and Transfer

• Admission of New Partners: New partners may be admitted to the Joint Venture only upon the unanimous written consent of the existing Parties. [Contribution, voting and approval criteria]
• Transfer of Interests: No Party shall transfer or assign its interest in the Joint Venture without the prior written consent of the other Party. [Restrictions and processes for assignment or transfer of partnership interests (including rights of first refusal, mandatory buyout, or veto rights per Minnesota law)]

13. Withdrawal/Termination

• Withdrawal: A Party may withdraw from the Joint Venture upon [Number] days' written notice to the other Party.
• Termination: This Agreement may be terminated upon the occurrence of any of the following events: [Triggering Events, e.g., project completion, deadlock, mutual decision, withdrawal].
• Upon withdrawal or termination, the departing Party's interest shall be valued and purchased in accordance with the following procedures: [Buy-Sell Provisions, Valuation and Payment Methods] and Minnesota Probate and Partnership Succession Rules.

14. Liability and Indemnification

• The Parties shall be jointly and severally liable for the debts and obligations of the Joint Venture, subject to Minnesota law. [Delineation of Liability]
• Each Party shall indemnify and hold harmless the other Party from and against any and all claims, losses, damages, liabilities, and expenses arising out of or relating to the indemnifying Party's breach of this Agreement or its negligence or willful misconduct. [Exculpation and insurance mechanisms]

15. Non-Competition and Confidentiality

[Anti-Competition, Confidentiality, Exclusivity, and Non-Solicitation Obligations] tailored to the Minnesota business environment.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration] in [City, Minnesota].
• If arbitration is selected, it shall be conducted in accordance with the rules of the American Arbitration Association and Minnesota law.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. The venue for any legal action arising out of or relating to this Agreement shall be in the state courts located in [County], Minnesota.

17. Dissolution and Winding Up

• Upon dissolution of the Joint Venture, the assets of the Joint Venture shall be liquidated and distributed in the following order of priority: [Priorities of Payment] as outlined under Minnesota Law.
• Party [Party Name] shall act as the liquidator of the Joint Venture.
• The liquidator shall prepare a final accounting and distribute the remaining assets to the Parties in accordance with their ownership percentages.

18. Books and Records

• The Joint Venture shall maintain complete and accurate books and records of all its business activities.
• All Parties shall have the right to inspect and copy such books and records at reasonable times and upon reasonable notice, in accordance with Minnesota Law. [Record Retention and Audit Policies].

19. Insurance

The Joint Venture shall maintain the following insurance coverage: [Types and Minimum Levels of Insurance, e.g., general liability, property, professional liability, workers' compensation] as required by Minnesota Statutes or industry best practices.

20. Environmental Compliance

The Joint Venture shall comply with all applicable federal, state, and local environmental laws, rules, and regulations relevant to Minnesota.

21. 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, or sent by certified mail, return receipt requested, to the addresses set forth above. [Acceptable Method, Timing, Deemed Receipt] per Minnesota Contract Law Standards.

22. Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes its valid and binding obligation, enforceable in accordance with its terms. [Authority, solvency, due diligence, no conflict with Minnesota or other obligations, and legality of contributions].

23. Amendment

This Agreement may be amended only by a written instrument signed by all Parties. [Required Voting Thresholds].

24. Force Majeure

Neither Party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, including acts of God, war, terrorism, strikes, or other events beyond its reasonable control relevant to Minnesota.

25. Miscellaneous

• Non-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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
• 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.
• Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
• Compliance with Laws: The Joint Venture will comply with all anti-bribery, anti-corruption, and data privacy obligations imposed by Minnesota law.
• Cost Sharing: The costs and expenses incurred in connection with the Joint Venture, including but not limited to legal fees and compliance costs, shall be shared by the Parties in proportion to their ownership percentages.
• For Joint ventures using a separate legal entity, reference the organizing documents (articles of organization, bylaws), and clarify the relationship between entity governance and the joint venture agreement provisions.

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

[Party A Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Party B Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]