Missouri joint venture agreement template

Missouri Joint Venture Agreement

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

[Party A Legal Name], a [Party A Entity Type] organized and existing under the laws of Missouri, with its principal place of business at [Party A Address] (“Party A”), and

[Party B Legal Name], a [Party B Entity Type] organized and existing under the laws of Missouri, with its principal place of business at [Party B Address] (“Party B”).

WHEREAS, Party A and Party B desire to form a joint venture for the purpose of [Briefly describe the purpose of the joint venture].

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

Formation and Purpose

Option A: Formation of Joint Venture. Party A and Party B hereby form a joint venture (the “Joint Venture”) under the laws of Missouri.

Option B: Name. The name of the Joint Venture shall be [Joint Venture Name].

Option C: Business Purpose. The purpose of the Joint Venture is to [Detailed Description of Business Purpose, including permitted and excluded activities].

Option D: Principal Place of Business. The principal place of business of the Joint Venture shall be at [Joint Venture Address in Missouri], and such other locations as the Joint Venture may deem necessary.

Term and Termination

Option A: Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless earlier terminated as provided herein.

Option B: Extension. The term of this Agreement may be extended by mutual written agreement of the parties.

Option C: Termination Events. This Agreement may be terminated upon the occurrence of any of the following events:

Mutual written agreement of the parties.

[Number] days written notice by either party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice thereof.

Bankruptcy or insolvency of either party.

Upon [Specific Event Triggering Termination].

Capital Contributions

Option A: Initial Contributions.

Party A shall contribute [Description of Party A's Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount].

Party B shall contribute [Description of Party B's Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount].

Option B: Valuation of Non-Cash Contributions. The value of any non-cash contribution shall be determined by [Method of Valuation, e.g., independent appraisal].

Option C: Additional Capital Calls. Additional capital contributions may be required from time to time as determined by [Decision-Making Process, e.g., unanimous consent of the parties]. The maximum additional capital required of each party shall be [Dollar Amount].

Ownership, Profits, and Losses

Option A: Ownership Interests. The ownership interests in the Joint Venture shall be as follows:

Party A: [Percentage]%

Party B: [Percentage]%

Option B: Profit and Loss Sharing. Profits and losses of the Joint Venture shall be shared in proportion to the ownership interests set forth above.

Option C: Distributions. Distributable cash shall be calculated as [Distributable Cash Calculation Method]. Distributions shall be made [Frequency, e.g., quarterly].

Option D: Tax Allocation. Taxable income and losses shall be allocated in accordance with Section 704(b) of the Internal Revenue Code and applicable Missouri law. The Joint Venture shall prepare and deliver K-1 forms to each party in a timely manner.

Management

Option A: Managing Partner. [Party Name] shall be the Managing Partner of the Joint Venture and shall be responsible for the day-to-day operations of the Joint Venture.

Option B: Decision-Making. Decisions regarding the Joint Venture shall be made by [Decision-Making Process, e.g., majority vote].

Option C: Voting Rights. Each party shall have voting rights in proportion to its ownership interest.

Option D: Meetings. Meetings of the parties shall be held [Frequency, e.g., quarterly]. Notice of meetings shall be given at least [Number] days in advance.

Option E: Reserved Matters. The following matters shall require the unanimous consent of the parties:

[List of Reserved Matters]

Limitations on Authority and Restrictions

Option A: Individual Authority. No party shall have the authority to bind the Joint Venture except as expressly provided in this Agreement.

Option B: Encumbrance of Assets. No party shall encumber or dispose of any assets of the Joint Venture without the consent of the other party.

Option C: Third-Party Contracts. Any contract with a third party exceeding [Dollar Amount] shall require the consent of both parties.

Regulatory Compliance

Option A: Industry-Specific Regulations. The Joint Venture shall comply with all applicable industry-specific regulations, including [List of Relevant Missouri Regulations].

Option B: Licenses. The Joint Venture shall obtain and maintain all necessary licenses and permits required to operate its business in Missouri, including [List of Required Licenses].

Admission of New Partners

Option A: Admission Process. New partners may be admitted to the Joint Venture upon the unanimous consent of the existing partners.

Option B: Buy-In Terms. The buy-in terms for new partners shall be [Description of Buy-In Terms].

Assignment

Option A: Restrictions on Assignment. Neither party shall assign its interest in the Joint Venture without the prior written consent of the other party.

Option B: Right of First Refusal. If a party desires to assign its interest, the other party shall have the right of first refusal to purchase such interest on the same terms and conditions offered to a third party.

Liabilities and Indemnification

Option A: Allocation of Liabilities. Liabilities of the Joint Venture shall be allocated in accordance with Missouri’s Uniform Partnership Law (RSMo Chapter 358).

Option B: Indemnification. Each party shall indemnify and hold harmless the other party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising out of or relating to [Scope of Indemnification], except to the extent caused by the gross negligence or willful misconduct of the indemnified party.

Conflicts of Interest

Option A: Disclosure. Each party shall disclose any potential conflicts of interest to the other party.

Option B: Abstention. In the event of a conflict of interest, the affected party shall abstain from voting on the matter.

Taxes

Option A: Tax Matters Partner. [Party Name] shall be the Tax Matters Partner of the Joint Venture.

Option B: State and Local Taxes. The Joint Venture shall comply with all applicable Missouri state and local tax laws, including withholding requirements.

Employment

Option A: Employer of Record. [Party Name] shall be the employer of record for any employees of the Joint Venture and shall be responsible for compliance with all applicable Missouri employment laws.

Books and Records

Option A: Maintenance of Records. The Joint Venture shall maintain accurate and complete books and records in accordance with generally accepted accounting principles.

Option B: Inspection Rights. Each party shall have the right to inspect the books and records of the Joint Venture at any reasonable time.

Dispute Resolution

Option A: Negotiation. Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.

Option B: Mediation/Arbitration. If the parties are unable to resolve the dispute through negotiation, the dispute shall be submitted to [Mediation or Arbitration] in Missouri.

Dissolution

Option A: Dissolution Events. The Joint Venture shall dissolve upon the occurrence of any of the following events:

[List of Dissolution Events]

Option B: Winding Up. Upon dissolution, the Joint Venture shall be wound up in accordance with applicable Missouri law.

Option C: Liquidation. Assets shall be distributed in the following order: (1) to creditors; (2) to partners in proportion to their capital contributions.

Exit Strategies

Option A: Put/Call Options. [Describe Put/Call Options]

Option B: Buy-Sell Agreement. [Describe Buy-Sell Agreement]

Confidentiality

Option A: Confidential Information. Each party shall maintain the confidentiality of the Joint Venture’s confidential information.

Option B: Duration. This confidentiality obligation shall survive the termination of this Agreement.

Insurance

Option A: Required Insurance. The Joint Venture shall maintain the following insurance coverage: [List of Required Insurance, e.g., property, liability].

Option B: Responsible Party. [Party Name] shall be responsible for procuring and maintaining the required insurance.

Amendment

Option A: Amendment Procedure. This Agreement may be amended only by a written instrument signed by both parties.

Governing Law

Option A: Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

Entire Agreement

Option A: Entire Agreement Clause. 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 Agreement as of the date first written above.

[Party A Legal Name]

By: [Name]

Title: [Title]

[Party B Legal Name]

By: [Name]

Title: [Title]