Nevada joint venture agreement template

Nevada Joint Venture Agreement

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

[Partner 1 Name], a [Partner 1 Business Entity Type] with its principal place of business at [Partner 1 Address], [Partner 1 City], Nevada [Partner 1 Zip Code] and contact information [Partner 1 Phone Number], [Partner 1 Email Address] ("[Partner 1 Designation, e.g., Managing Venturer]"); and

[Partner 2 Name], a [Partner 2 Business Entity Type] with its principal place of business at [Partner 2 Address], [Partner 2 City], Nevada [Partner 2 Zip Code] and contact information [Partner 2 Phone Number], [Partner 2 Email Address] ("[Partner 2 Designation, e.g., Joint Venturer]").

1. Formation and Purpose

Option A: Formation. The parties hereby form a joint venture partnership (the "Joint Venture") under the laws of the State of Nevada pursuant to NRS Chapter 87.

Option B: Existing Entity. The parties will form a Nevada [Business Entity Type, e.g., LLC] under the name of [Joint Venture Name] (the "Joint Venture") for the purpose of this Agreement.

Purpose: The purpose of the Joint Venture is to [Detailed Description of the Joint Venture’s Business Purpose in Nevada], including but not limited to [List Specific Activities].

Principal Place of Business: The principal place of business of the Joint Venture shall be located at [Joint Venture Address], [Joint Venture City], Nevada [Joint Venture Zip Code]. The registered agent of the Joint Venture shall be [Registered Agent Name] located at [Registered Agent Address].

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

Option A: Automatic Renewal. This Agreement shall automatically renew for successive terms of [Number] years unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: Performance Milestones. The term shall end upon completion of [Specific Performance Milestones].

2. Capital Contributions

Initial Contributions:

[Partner 1 Name] shall contribute [Description of Contribution, e.g., \$[Amount] in cash] on or before [Date].

[Partner 2 Name] shall contribute [Description of Contribution, e.g., Real Property located at [Address]] on or before [Date].

Valuation of Non-Cash Contributions: The value of any non-cash contribution shall be determined by [Valuation Method, e.g., independent appraisal, mutual agreement]. The agreed-upon value of [Partner 2 Name]’s Real Property is [Dollar Amount].

Subsequent Contributions: Future capital contributions, if required, shall be determined by the Management Committee (if applicable) and shall be contributed by the parties in proportion to their respective Percentage Interests (as defined below) within [Number] days of written notice.

Default on Contributions: If a party fails to make a required capital contribution, the other party shall have the right, but not the obligation, to:

Option A: Loan the defaulting party the amount of the deficiency, with interest at a rate of [Percentage] per annum.

Option B: Reduce the defaulting party's Percentage Interest in proportion to the deficiency, as calculated according to [Specific Formula]. This aligns with NRS Chapter 87 considerations related to contribution requirements in partnerships.

3. Management and Control

Management Structure:

Option A: Managing Venturer. [Partner 1 Name] shall serve as the Managing Venturer and shall be responsible for the day-to-day management and operation of the Joint Venture. The Managing Venturer shall have the authority to [Specific Powers], subject to the limitations set forth in this Agreement.

Option B: Management Committee. A Management Committee shall be formed, consisting of [Number] representatives from each party. The Management Committee shall be responsible for the overall management and direction of the Joint Venture.

Committee Members: [Partner 1 Representative Name], [Partner 2 Representative Name].

Quorum: A quorum for any meeting of the Management Committee shall consist of [Number] members, with at least one representative from each party present.

Authority Limits: No party shall have the authority to bind the Joint Venture to any agreement or obligation exceeding [Dollar Amount] without the prior written consent of the other party or the Management Committee.

Voting Rights: Decisions of the Joint Venture or the Management Committee shall be made by a vote of [Percentage] of the members.

Option A: Weighted Voting. Each party's vote shall be weighted in proportion to its Percentage Interest.

Option B: Equal Voting. Each party shall have one vote, regardless of its Percentage Interest.

Internal Controls: The Joint Venture shall establish and maintain internal control protocols to prevent unauthorized acts, including [List of Specific Controls, e.g., dual signatures for disbursements over \$[Amount]].

4. Profits and Losses

Allocation: Profits and losses of the Joint Venture shall be allocated between the parties in proportion to their respective Percentage Interests.

[Partner 1 Name]: [Percentage]% (the “Percentage Interest”)

[Partner 2 Name]: [Percentage]% (the “Percentage Interest”)

Distribution Schedule: Distributions of profits shall be made [Frequency, e.g., quarterly] within [Number] days after the end of each [Period, e.g., quarter].

Reserves: The Management Committee (if applicable) may establish reasonable reserves for working capital, debt service, or other contingencies.

Tax Allocation: Profits and losses shall be allocated for tax purposes in accordance with Section 704(b) of the Internal Revenue Code and applicable Nevada law. This also considers Nevada Commerce Tax obligations.

5. Tax Matters

Tax Matters Partner/Partnership Representative: [Partner Name] is hereby designated as the Tax Matters Partner/Partnership Representative (if required) of the Joint Venture and shall be responsible for filing all necessary federal and Nevada tax returns, including IRS Form 1065 and Nevada Commerce Tax filings.

Treatment of Partnership Items: All partnership items shall be treated consistently on the parties' individual tax returns.

Audit Adjustments: Any audit adjustments shall be handled in accordance with the Bipartisan Budget Act of 2015 and applicable Nevada tax law.

6. Admission of New Partners

Criteria: The admission of any new partner shall require the unanimous written consent of all existing partners.

Process: Any potential new partner shall be required to execute a counterpart to this Agreement and make a capital contribution acceptable to the existing partners.

Regulatory Review: If the Joint Venture operates in a licensed Nevada industry (e.g., gaming, cannabis), the admission of any new partner shall be subject to regulatory review and approval by the relevant Nevada agency.

7. Transfer of Interests

Restrictions on Assignments: No party shall assign, transfer, or otherwise dispose of its interest in the Joint Venture without the prior written consent of the other party.

Right of First Refusal: If a party desires to transfer its interest in the Joint Venture, it shall first offer such interest to the other party at a price and on terms no less favorable than those offered to any third party.

Bankruptcy: In the event of a party's bankruptcy, the other party shall have the right to purchase the bankrupt party's interest in the Joint Venture at a fair market value determined by [Valuation Method, e.g., independent appraisal].

8. Liability and Indemnification

Partner Liability: The liability of each party for the debts and obligations of the Joint Venture shall be governed by Nevada law, including NRS Chapter 87.

Indemnification: 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 its acts or omissions in connection with the Joint Venture, except to the extent caused by the negligence or willful misconduct of the other party.

Insurance: The Joint Venture shall maintain insurance coverage, including worker’s compensation and general liability insurance, in amounts and with coverages reasonably acceptable to both parties.

9. Dispute Resolution

Mediation: Any dispute arising out of or relating to this Agreement shall be submitted to mediation in Nevada before resorting to arbitration or litigation.

Arbitration: If mediation is unsuccessful, any unresolved dispute shall be settled by binding arbitration in Nevada in accordance with the rules of the American Arbitration Association.

Venue: The venue for any mediation or arbitration shall be [Clark County or Washoe County], Nevada.

10. Confidentiality and Non-Compete

Confidentiality: Each party agrees to hold confidential all information relating to the Joint Venture and the other party's business, except as required by law or with the prior written consent of the other party.

Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, each party agrees not to engage in any business that directly competes with the business of the Joint Venture within [Geographic Area, e.g., the State of Nevada]. This is tailored to Nevada unfair competition law.

11. Dissolution and Winding Up

Events of Dissolution: The Joint Venture shall be dissolved upon the occurrence of any of the following events:

The expiration of the term of this Agreement.

The mutual written agreement of the parties.

The bankruptcy or insolvency of either party.

Other [Specific Events].

Winding Up: Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed in the following order:

First, to creditors of the Joint Venture.

Second, to the parties in proportion to their respective Percentage Interests.

Nevada Notice Obligations: Upon dissolution, the Joint Venture will file all required notices with the Nevada Secretary of State and other relevant Nevada agencies.

12. Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

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.

Amendments: This Agreement may be amended only by a written instrument signed by all parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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. Electronic signatures meeting Nevada standards are acceptable.

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 acts of God, war, terrorism, or natural disaster.

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

[Partner 1 Name]

By: [Signature Block for Partner 1]

Title: [Title]

[Partner 2 Name]

By: [Signature Block for Partner 2]

Title: [Title]