New Hampshire joint venture agreement template

New Hampshire Joint Venture Agreement

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

• [Partner 1 Name], residing at [Partner 1 Address], a [Partner 1 Entity Type, e.g., Individual, LLC, Corporation] (hereinafter “Partner 1”); and
• [Partner 2 Name], residing at [Partner 2 Address], a [Partner 2 Entity Type, e.g., Individual, LLC, Corporation] (hereinafter “Partner 2”).

(Collectively, the "Partners").

RECITALS

WHEREAS, the Partners desire to form a joint venture partnership under the laws of the State of New Hampshire to accomplish a specific business purpose;

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

1. Formation and Type of Joint Venture

• Option A: Formation. The Partners hereby form a joint venture partnership under the laws of New Hampshire.
• Option B: Type. The joint venture shall be a [Joint Venture Type, e.g., General Partnership, Limited Partnership, Limited Liability Partnership], governed by the laws of New Hampshire, specifically RSA 304-A or 304-B, as applicable.

2. Name and Principal Office

• Option A: Name. The name of the Joint Venture shall be [Joint Venture Name].
• Option B: Principal Office. The principal office of the Joint Venture shall be located at [Joint Venture Address] in New Hampshire.

3. Purpose and Scope

• Option A: Purpose. The purpose of the Joint Venture is to [Detailed Description of Joint Venture Purpose].
• Option B: Scope. The scope of the Joint Venture's activities shall be limited to [Geographic Scope and/or Market Scope].

4. Term and Termination

• Option A: Commencement Date. The term of this Agreement shall commence on [Start Date].
• Option B: Duration. The term of this Agreement shall continue for [Number] years, unless sooner terminated as provided herein. Alternatively, the term shall continue until completion of [Specific Project]. Alternatively, the term shall be at-will.
• Option C: Termination. This Agreement may be terminated upon [Number] days written notice by [Majority/Unanimous] consent of the Partners, or upon the occurrence of [Specific Events Triggering Termination, e.g., bankruptcy, insolvency, mutual agreement].

5. Contributions

• Option A: Partner 1 Contribution. Partner 1 shall contribute [Type of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount]. If the contribution is non-cash, the valuation methodology is [Valuation Methodology].
• Option B: Partner 2 Contribution. Partner 2 shall contribute [Type of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount]. If the contribution is non-cash, the valuation methodology is [Valuation Methodology].
• Option C: Additional Contributions. Additional capital contributions may be required as determined by [Majority/Unanimous] vote of the Partners. Failure to contribute may result in [Consequences for Failure to Contribute, e.g., dilution of ownership, loan at interest].

6. Capital Accounts

• Option A: Capital Account Maintenance. Individual capital accounts shall be maintained for each Partner, reflecting their contributions, distributions, and share of profits and losses.
• Option B: Capital Account Adjustments. Capital accounts shall be adjusted annually to reflect unrealized gains or losses.

7. Management and Control

• Option A: Managing Partner. [Name of Managing Partner] shall be the Managing Partner and shall have the authority to [Specific Powers of Managing Partner].
• Option B: Management Committee. A Management Committee shall be formed, consisting of [Number] representatives from each Partner. The Management Committee shall be responsible for [Responsibilities of Management Committee].
• Option C: Voting Rights. Each Partner shall have a voting right proportionate to their capital contribution. Alternatively, each partner shall have one vote.
• Option D: Major Decisions. Major decisions, including [List of Major Decisions, e.g., incurring debt, selling assets], shall require [Majority/Supermajority/Unanimous] approval of the Partners.
• Option E: Partner Meetings. Partner meetings shall be held [Frequency, e.g., monthly, quarterly], with [Number] days' notice. Quorum shall consist of [Percentage] of the Partners.

8. Financial Matters

• Option A: Bank Accounts. All Joint Venture funds shall be held in a bank account at [Bank Name], requiring signatures of [List of Authorized Signatories].
• Option B: Accounting Standards. The Joint Venture's financial records shall be maintained in accordance with [Accounting Standards, e.g., GAAP].
• Option C: Financial Reporting. Regular financial reports shall be provided to the Partners [Frequency, e.g., monthly, quarterly].
• Option D: Audit. Each partner retains the right to perform an audit of the joint venture's financial records with [Number] days notice.

9. Profits, Losses, and Distributions

• Option A: Allocation of Profits and Losses. Profits and losses shall be allocated to the Partners in proportion to their capital contributions. Alternatively, profits and losses shall be allocated [Specific Allocation Formula].
• Option B: Distributions. Distributions shall be made to the Partners [Frequency, e.g., quarterly, annually], subject to available funds.
• Option C: Interim Distributions. Interim distributions may be made with [Majority/Unanimous] consent of the Partners.

10. Tax Matters

• Option A: Tax Matters Partner. [Name of Tax Matters Partner] shall be the Tax Matters Partner (or Partnership Representative) for federal income tax purposes.
• Option B: Tax Filings. The Joint Venture shall file all required federal and New Hampshire tax returns, including Form DP-84/DP-120 with the New Hampshire Department of Revenue Administration.
• Option C: K-1 Statements. The Joint Venture shall provide each Partner with a K-1 or equivalent tax statement annually.

11. Indemnification and Liability

• Option A: Indemnification. The Joint Venture shall indemnify the Partners, officers, and employees from and against any and all losses, claims, damages, and liabilities arising from their actions taken on behalf of the Joint Venture, to the extent permitted by New Hampshire law.
• Option B: Limitation of Liability. To the extent permitted by New Hampshire law, the liability of the Partners shall be limited to their capital contributions. Alternatively, the partners will be jointly and severally liable.

12. Regulatory Compliance

• Option A: Permits and Licenses. The Joint Venture shall comply with all applicable New Hampshire regulatory, licensing, and permitting requirements, including [Specific Permits and Licenses Required].

13. Confidentiality

• Option A: Confidential Information. All information relating to the Joint Venture's business shall be kept confidential by the Partners.
• Option B: Term of Confidentiality. The confidentiality obligations shall continue for [Number] years after termination of this Agreement.

14. Intellectual Property

• Option A: Ownership. Intellectual property developed by the Joint Venture shall be owned by [Joint Venture Name/Partners].
• Option B: Licensing. The Joint Venture shall have the right to license its intellectual property.

15. Non-Competition

• Option A: Non-Competition. During the term of this Agreement and for [Number] years thereafter, the Partners shall not engage in any business that competes with the Joint Venture within [Geographic Area].

16. Admission and Withdrawal of Partners

• Option A: Admission. New partners may be admitted with [Unanimous/Supermajority] consent of the existing Partners.
• Option B: Withdrawal. A Partner may withdraw from the Joint Venture upon [Number] days written notice to the other Partners, subject to [Buyout Provisions].

17. Buyout Provisions

• Option A: Triggering Events. Buyout rights shall be triggered upon [List of Triggering Events, e.g., death, disability, withdrawal, deadlock].
• Option B: Valuation. The value of the withdrawing Partner's interest shall be determined by [Valuation Methodology, e.g., agreed formula, appraisal].
• Option C: Payment Terms. Payment for the withdrawing Partner's interest shall be made in [Payment Terms, e.g., installments, lump sum].

18. Dispute Resolution

• Option A: Negotiation. Any disputes arising under this Agreement shall be resolved through good-faith negotiation.
• Option B: Mediation. If negotiation fails, the parties agree to participate in mediation administered by [Mediation Organization] in [City, New Hampshire].
• Option C: Arbitration. If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of [Arbitration Organization] in [City, New Hampshire].
• Option D: Jury Trial Waiver. The partners hereby knowingly, voluntarily, and intelligently waive any right to a jury trial.

19. Governing Law and Venue

• Option A: Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire.
• Option B: Venue. Any legal proceedings relating to this Agreement shall be brought in the state or federal courts located in [County], New Hampshire.

20. Default and Remedies

• Option A: Events of Default. The following shall constitute events of default: [List of Events of Default].
• Option B: Remedies. Upon the occurrence of an event of default, the non-defaulting Partners shall have the right to [List of Remedies, e.g., specific performance, damages, termination].

21. Insurance

• Option A: Insurance Requirements. The Joint Venture shall maintain insurance coverage of [Coverage Types and Minimums].

22. Records and Access

• Option A: Records Retention. The Joint Venture shall maintain complete and accurate records of its business operations.
• Option B: Access. Each Partner shall have access to the Joint Venture's records.

23. Dissolution and Winding Up

• Option A: Dissolution Events. The Joint Venture shall dissolve upon the occurrence of [List of Dissolution Events, e.g., expiration of term, project completion, unanimous vote].
• Option B: Winding Up. Upon dissolution, the Partners shall wind up the Joint Venture's affairs in accordance with New Hampshire law.

24. Amendment

• Option A: Amendment Procedure. This Agreement may be amended only by a written instrument signed by [Majority/Unanimous] of the Partners.

25. Representations and Warranties

• Option A: Partner Representations. Each Partner represents and warrants that they have the authority to enter into this Agreement.

26. Notices

• Option A: Notice Procedure. All notices under this Agreement shall be in writing and delivered to the addresses set forth above.

27. Registration and Compliance

• Option A: Compliance with NH Law. This agreement is in compliance with all provisions of the New Hampshire Uniform Partnership Act (as amended), applicable tax laws, and Secretary of State registration and business compliance requirements. The partners understand that they may be required to register assumed business names (DBAs) and publish notice if applicable.

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

[Partner 1 Name]

[Partner 2 Name]