Montana joint venture agreement template

Montana Joint Venture Agreement

This Montana Joint Venture Agreement is made and entered into as of this [Date], by and between:

[Party One Name], residing at [Party One Address], [Party One City], Montana, [Party One Zip Code], hereinafter referred to as "Partner One." [Managing Partner or Passive Partner]. Contact Information: [Party One Phone Number], [Party One Email Address].

[Party Two Name], residing at [Party Two Address], [Party Two City], Montana, [Party Two Zip Code], hereinafter referred to as "Partner Two." [Managing Partner or Passive Partner]. Contact Information: [Party Two Phone Number], [Party Two Email Address].

1. Formation and Purpose

The parties hereby form a joint venture (the “Joint Venture”) under the laws of the State of Montana.

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

The purpose of the Joint Venture is to [Describe Specific Business Objectives of the Joint Venture].

The geographic scope of the Joint Venture’s business activities shall be [Describe Geographic Scope].

The principal office of the Joint Venture shall be located at [Principal Office Address], [City], Montana, [Zip Code].

The registered agent for the Joint Venture in Montana shall be [Registered Agent Name], with an address of [Registered Agent Address].

The duration of the Joint Venture shall be:

• Option A: A fixed term of [Number] years, commencing on [Start Date] and ending on [End Date].
• Option B: Until the completion of the following project: [Project Description].

The Joint Venture will engage in the following regulated activities, which are subject to Montana licensing or permitting requirements: [Description of Regulated Activities, if applicable].

2. Capital Contributions

Partner One shall contribute the following to the Joint Venture: [Description of Contribution], valued at [Dollar Amount]. This contribution shall be made by [Date].

Partner Two shall contribute the following to the Joint Venture: [Description of Contribution], valued at [Dollar Amount]. This contribution shall be made by [Date].

Additional Capital Calls:

• Option A: Additional capital contributions may be required from time to time. The method for determining the need for additional capital shall be [Describe Method].
• Option B: Additional Capital calls will be made based on the following triggers: [Describe Triggers].

Additional capital calls shall require a [Percentage]% vote of the partners.

Cash Management: The Joint Venture will maintain its funds in the following depository institutions: [Name of Bank] and [Name of Bank].

3. Ownership and Economic Interests

The ownership interests of the partners in the Joint Venture shall be as follows:

• Partner One: [Percentage]%
• Partner Two: [Percentage]%

Profits and losses of the Joint Venture shall be allocated to the partners in proportion to their ownership interests, unless otherwise agreed in writing.

Profits and losses shall be allocated and distributed to the partners on a [Frequency, e.g., quarterly, annual] basis.

Tax Filings: The Joint Venture shall comply with all applicable Montana and federal tax filing requirements.

K-1s shall be delivered to partners by [Date] each year.

[Specify Partner Responsibilities for pass-through or composite tax filings].

The Joint Venture will provide [Supporting Documentation consistent with Montana apportionment rules, if applicable].

4. Management and Control

Managing Partners: [Identify Which Partners Have Management Authority].

Authority to Bind: [Specify Which Partners May Bind the Venture].

The following actions shall require a [Percentage]% majority consent of the partners: [List of Actions].

The following actions shall require a supermajority consent of [Percentage]% of the partners: [List of Actions].

The following actions shall require unanimous consent of the partners: [List of Actions].

Meetings: Meetings of the Joint Venture partners shall be called by [Who can call a meeting], with [Number] days’ notice.

Quorum: A quorum for any meeting of the Joint Venture partners shall be [Percentage]% of the ownership interests.

Written Consent: Actions may be taken by the Joint Venture partners by written consent in lieu of a meeting.

5. Duties and Liabilities

Each partner owes the other partners and the Joint Venture the duties of loyalty and care as provided in Montana Code Annotated (MCA) Title 35, Chapter 10.

Indemnification: The Joint Venture shall indemnify each partner against any losses, claims, damages, or liabilities arising out of the partner’s activities on behalf of the Joint Venture, except to the extent such losses, claims, damages, or liabilities are caused by the partner’s gross negligence or willful misconduct.

Liability Protection: [Describe Liability Protection Mechanisms, including insurance requirements and waivers to the fullest extent allowed under Montana law].

[Specify Which Partners Have Exposure to Third-Party Liability].

[Specify any asset partitioning as recognized in Montana law].

6. Admission of New Partners and Transfer of Interests

New partners may be admitted to the Joint Venture only with the written consent of all existing partners.

Assignment of Interests: No partner may assign or transfer their interest in the Joint Venture without the written consent of all other partners.

Right of First Refusal: In the event a partner desires to transfer their interest, the other partners shall have a right of first refusal to purchase the interest on the same terms and conditions offered to a third party.

Buyout: [Specify Buyout Formulas (Valuation Method, Payment Timeline)].

Mandatory Exit Triggers: [Specify Mandatory Exit Triggers (Change in Control, Bankruptcy, Material Breach, Regulatory Bar)].

7. Withdrawal and Dissolution

Withdrawal: A partner may withdraw from the Joint Venture upon [Number] days’ written notice to the other partners, in compliance with Montana Code Annotated (MCA) Title 35, Chapter 10.

Expulsion: A partner may be expelled from the Joint Venture for [Reasons for Expulsion] by a [Percentage]% vote of the other partners.

Dissolution: The Joint Venture shall be dissolved upon the occurrence of any of the following events: [List of Statutory Triggers and Additional Grounds Agreed by the Parties].

Notice of Dissolution: Upon dissolution, the partners shall provide notice as required under Montana law, MCA Title 35, Chapter 10.

Wind-Up: Upon dissolution, a wind-up manager shall be appointed by [Method of Appointment] to liquidate the assets of the Joint Venture and distribute the proceeds in accordance with the following waterfall:

• First, to creditors of the Joint Venture.
• Second, to repayment of partners’ contributions.
• Third, any surplus shall be allocated [Describe Surplus Allocation Method].

Post-Termination Covenants: [Include Post-Termination Covenants (Non-Compete, Confidentiality, Montana Statutory Compliance)].

8. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good-faith negotiation.

If negotiation fails, the parties shall submit the dispute to mediation in [City], Montana.

If mediation fails, the dispute shall be resolved by binding arbitration in [City], Montana, in accordance with the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, and exclusive jurisdiction and venue for any disputes shall be in the courts of Montana.

9. Industry-Specific Regulations

[Address Industry-Specific and Localized Regulation (e.g., Agricultural, Natural Resources, Construction), including Montana Permitting, Bonding, or Reporting Requirements].

[Designate the Party Responsible for Compliance].

10. Montana-Specific Tax Allocation

[Address Montana-Specific Tax Allocation].

[Apportionment and Allocation Methodology for Montana Source Income].

[Procedures Regarding State Composite Filings, Withholding, and Maintenance of Montana Business and Professional Licenses].

11. Compliance with Montana Law

The Joint Venture shall comply with all applicable Montana employment laws, workers' compensation laws, and environmental standards.

The Joint Venture shall comply with Montana's periodic reporting requirements.

12. Notice

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth in the introductory paragraph of this Agreement.

13. Records and Accounting

The Joint Venture shall maintain its books and records at its principal office in Montana.

Each partner shall have the right to access and inspect the books and records of the Joint Venture.

The Joint Venture shall use [Accounting Standards Used] accounting standards.

[Specify Audit Rights].

14. Appendices

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

• Organizational Chart
• List of Assets
• Regulatory Filings
• Insurance Policies
• Third-Party Agreements Material to Montana Operations

15. 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, including but not limited to acts of God, war, terrorism, or government regulation, as interpreted under Montana law.

16. Amendment

This Agreement may be amended only by a writing signed by all of the partners.

17. Counterparts and Effective Date

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

This Agreement shall become effective as of the date first written above.

All terms comply with MCA Title 35, Chapter 10 and other relevant state statutes, and are adjustable to reflect the particular industry, deal structure, and business realities of the Montana joint venture.

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

____________________________

[Party One Name]

____________________________

[Party Two Name]