Nebraska joint venture agreement template

Nebraska Joint Venture Agreement

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

• [Venturer 1 Legal Name], residing at [Venturer 1 Address] (“Venturer 1”), and
• [Venturer 2 Legal Name], residing at [Venturer 2 Address] (“Venturer 2”).

Recitals: Omitted for brevity.

Agreement:

Formation

• Option A: Formation of Joint Venture
  Venturers hereby form a joint venture partnership pursuant to the Nebraska Revised Uniform Partnership Act (RUPA) and any applicable local regulations. The name of the joint venture shall be [Joint Venture Name].

• Option B: Intent to Form
  Venturers express their intent to form a joint venture partnership pursuant to the Nebraska Revised Uniform Partnership Act (RUPA), pending completion of necessary filings and agreements.

Purpose

• Option A: Specific Purpose
  The purpose of the Joint Venture is to [Describe specific project or objectives], targeting the [Target Market] within [Geographic Scope, e.g., Nebraska, Omaha].

• Option B: Broad Purpose
  The purpose of the Joint Venture is to engage in [Describe business purpose], including activities authorized to [List Authorized Activities].

Principal Place of Business

• Option A: Fixed Location
  The principal place of business of the Joint Venture shall be located at [Nebraska Address].

• Option B: Multiple Locations
  The Joint Venture may operate at additional locations as determined by the Managing Partner/Committee.

Term

• Option A: Fixed 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: Project-Based Term
  The term of this Agreement shall commence on the Effective Date and shall continue until completion of the [Specific Project], unless earlier terminated as provided herein.

Capital Contributions

• Option A: Cash Contributions
  Venturer 1 shall contribute [Dollar Amount] and Venturer 2 shall contribute [Dollar Amount] in cash, according to the schedule in Exhibit A.

• Option B: Non-Cash Contributions
  Venturer 1 shall contribute [Description of Property/Services] valued at [Dollar Amount] and Venturer 2 shall contribute [Description of Property/Services] valued at [Dollar Amount]. The method of valuation is [Describe Valuation Method].

• Option C: Additional Capital Calls
  The Managing Partner/Committee may call for additional capital contributions, subject to a maximum of [Dollar Amount] per Partner per year.

Management

• Option A: Managing Partner
  [Name of Partner] shall be the Managing Partner and shall have the authority to manage the day-to-day operations of the Joint Venture, subject to the limitations set forth herein.

• Option B: Management Committee
  A Management Committee shall be established, consisting of [Number] representatives from each Venturer. The Committee shall make decisions by [Voting Requirement, e.g., majority vote].

• Option C: Authority Limits
  No partner shall have the authority to bind the Joint Venture for obligations exceeding [Dollar Amount] without the prior written consent of the other Partner(s).

Profit and Loss Allocation

• Option A: Proportional to Capital Contributions
  Profits and losses shall be allocated between the Venturers in proportion to their respective capital contributions.

• Option B: Negotiated Ratios
  Profits and losses shall be allocated [Percentage]% to Venturer 1 and [Percentage]% to Venturer 2.

Distributions

• Option A: Periodic Distributions
  Distributions of available cash shall be made to the Venturers [Frequency, e.g., quarterly].

• Option B: Discretionary Distributions
  Distributions shall be made at the discretion of the Managing Partner/Committee, subject to maintaining sufficient reserves for the Joint Venture’s operations.

Tax Compliance

• The Joint Venture shall appoint a Partnership Representative for IRS matters, in accordance with applicable federal and Nebraska law. The current representative is [Name and Contact Information].
• The Joint Venture shall file all required federal and Nebraska state tax returns and shall issue K-1 statements to each Venturer.

Admission of New Partners

• New partners may be admitted only with the unanimous written consent of all existing Venturers and upon contribution of capital in an amount to be determined at that time.

Transfer of Interests

• Option A: Restriction on Transfer
  No Venturer may transfer or assign its interest in the Joint Venture without the prior written consent of the other Venturers.

• Option B: Right of First Refusal
  If a Venturer desires to transfer its interest, the other Venturers shall have a right of first refusal to purchase the interest on the same terms offered to a third party.

Withdrawal

• A Venturer may withdraw from the Joint Venture only upon [Number] months’ written notice to the other Venturers.

Liability and Indemnification

• To the fullest extent permitted by Nebraska law, no Venturer shall be liable for the debts, obligations, or liabilities of the other Venturers or of the Joint Venture, except to the extent of their capital contribution.
• Each Venturer shall indemnify and hold harmless the other Venturers from and against any and all losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to their own acts or omissions.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [City], Nebraska. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with venue in [City], Nebraska.

Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles.

Winding Up and Dissolution

• Upon the termination of the Joint Venture, the assets shall be liquidated and distributed in accordance with the Nebraska Revised Uniform Partnership Act.

Confidentiality

• Each Venturer shall maintain the confidentiality of all confidential information relating to the Joint Venture.

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.

Amendment

• This Agreement may be amended only by a written instrument signed by all Venturers.

Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered or sent by certified mail, return receipt requested, to the addresses set forth above.

Counterparts

• 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.

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

____________________________
[Venturer 1 Legal Name]

____________________________
[Venturer 2 Legal Name]