New Jersey joint venture agreement template

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How New Jersey joint venture agreement Differ from Other States

New Jersey law recognizes joint ventures as distinct from general partnerships, often applying specific judicial standards for liability and profit-sharing.
New Jersey requires explicit filings or registrations for certain joint ventures, especially in regulated industries, unlike some states.
Dispute resolution clauses in New Jersey joint venture agreements may invoke New Jersey's unique mediation and arbitration practices.

Frequently Asked Questions (FAQ)

Q: Is a written joint venture agreement required in New Jersey?

A: While not legally required, a written agreement is strongly recommended to outline duties, profits, and dispute resolution.
Q: How are profits and losses shared in a New Jersey joint venture?

A: Profits and losses are typically shared as specified in the agreement, or equally if the agreement is silent on this issue.
Q: Can a New Jersey joint venture be used for a single project?

A: Yes, joint ventures in New Jersey are often created for single transactions or projects, with terms tailored accordingly.

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New Jersey Joint Venture Agreement

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

[Partner 1 Legal Name], a [Partner 1 Business Structure, e.g., Corporation, LLC] organized under the laws of [Partner 1 State of Formation], with its principal place of business at [Partner 1 Address] ("Partner 1"); and
[Partner 2 Legal Name], a [Partner 2 Business Structure, e.g., Corporation, LLC] organized under the laws of [Partner 2 State of Formation], with its principal place of business at [Partner 2 Address] ("Partner 2").

1. Formation and Purpose

The parties hereby form a joint venture (the "Joint Venture") under the laws of the State of New Jersey.
The name of the Joint Venture shall be [Joint Venture Name].
Option A: The purpose of the Joint Venture is to [Detailed description of the Joint Venture's business purpose and scope in New Jersey].
Option B: The Joint Venture is formed for the specific project of [Detailed description of the specific project], located at [Project Location in New Jersey].

2. Term

The term of this Agreement shall commence on the Effective Date and continue for:
- Option A: A period of [Number] years.
- Option B: Until the completion of the Project as defined in Section 1.

3. Principal Place of Business

The principal place of business of the Joint Venture shall be located at [Address of Principal Place of Business in New Jersey].

4. Capital Contributions

Each Partner shall contribute to the capital of the Joint Venture as follows:
- Partner 1:
  - Option A: [Dollar Amount] in cash.
  - Option B: [Description of Property], valued at [Dollar Amount].
  - Option C: [Description of Intellectual Property], valued at [Dollar Amount].
  - Option D: [Description of Services], valued at [Dollar Amount].
- Partner 2:
  - Option A: [Dollar Amount] in cash.
  - Option B: [Description of Property], valued at [Dollar Amount].
  - Option C: [Description of Intellectual Property], valued at [Dollar Amount].
  - Option D: [Description of Services], valued at [Dollar Amount].
- Additional Capital Contributions:
  - Option A: No additional capital contributions shall be required.
  - Option B: Additional capital contributions may be required by a vote of [Percentage]% of the Partners.
- Valuation Methods for Non-Cash Contributions: The valuation of non-cash contributions shall be determined by [Description of Valuation Method], in accordance with New Jersey law.

5. Ownership and Control

The ownership percentages of the Joint Venture shall be as follows:
- Partner 1: [Percentage]%
- Partner 2: [Percentage]%
Management and Control:
- Option A: The Joint Venture shall be managed by a Management Committee consisting of [Number] representatives from each Partner.
- Option B: Each Partner shall have equal control over the Joint Venture.
- Meetings: Partner’s meetings will be held [Frequency, e.g. monthly, quarterly].
- Meeting Convening Procedures: Meetings will be convened with [Number] days written notice by [Method, e.g., email, certified mail].
- Voting Thresholds: Decisions will be made by [Majority, Supermajority, Unanimous] vote.
- Voting Weight: Each partner’s voting weight shall be proportionate to their ownership percentage.

6. Roles and Responsibilities

Partner 1 shall be responsible for: [List of responsibilities].
Partner 2 shall be responsible for: [List of responsibilities].
Key actions requiring Partner consent: [List key actions, e.g., mergers, financing, dissolution].

7. Banking and Records

The Joint Venture shall maintain a bank account at [Name of Bank] located in New Jersey.
Authorized signatories for the bank account shall be [Names of Authorized Signatories].
The Joint Venture shall maintain records in accordance with the New Jersey Uniform Partnership Act.

8. Profits, Losses, and Distributions

Profits and losses shall be allocated as follows:
- Partner 1: [Percentage]%
- Partner 2: [Percentage]%
Distributions shall be made [Frequency, e.g., quarterly, annually].
Distribution Priorities: Distributions will be made in the following order: [List of Priorities]
Tax Matters: [Name of Partner] shall be the Partnership Representative for tax purposes, responsible for filing New Jersey state partnership returns (form NJ-1065) and issuing Schedule NJ-K-1.

9. Admission of New Partners and Transfer of Interests

Option A: No new partners may be admitted without the unanimous consent of the existing Partners.
Option B: New partners may be admitted by a vote of [Percentage]% of the Partners.
Transfer Restrictions: No Partner may transfer their interest in the Joint Venture without the prior written consent of the other Partner.

10. Withdrawal and Dissolution

Withdrawal: A Partner may withdraw from the Joint Venture upon [Number] days written notice to the other Partner.
Dissolution: The Joint Venture may be dissolved upon the occurrence of any of the following events:
- Option A: The expiration of the term.
- Option B: The agreement of both Partners.
- Option C: The bankruptcy of a Partner.
Buyout Provisions: Upon withdrawal or dissolution, the buyout price shall be determined by [Description of Buyout Price Formula, e.g., fair market value determined by a neutral appraiser].

11. Indemnification and Liability

Each Partner shall indemnify and hold harmless the other Partner from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to [Scope of Indemnification].
Liability Limits: The personal liability of each partner shall be limited to the extent permitted by the New Jersey Uniform Partnership Act.

12. Conflicts of Interest

Each Partner shall disclose any potential conflicts of interest to the other Partner.
Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, each Partner shall not compete with the Joint Venture within [Geographic Scope] in New Jersey.

13. Accounting and Auditing

The Joint Venture shall maintain accurate books and records in accordance with generally accepted accounting principles.
The Joint Venture's fiscal year shall end on [Date].

14. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:
- Option A: Negotiation.
- Option B: Mandatory internal mediation.
- Option C: Binding arbitration in [City, New Jersey].

15. Governing Law

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

16. Dissolution and Winding Up

Upon dissolution, the assets of the Joint Venture shall be distributed in accordance with the priority of payments and distributions upon termination according to New Jersey Law.

17. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon: (a) personal delivery; (b) mailing by certified mail, return receipt requested; or (c) sending by a nationally recognized overnight courier, to the address of the party set forth in the introductory paragraph of this Agreement.

18. 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.

19. Amendments

This Agreement may be amended only by a writing signed by both Partners.

20. 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 shall be accepted.

21. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event.

22. Regulatory Compliance

The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including but not limited to those related to environmental protection, labor, and industry-specific requirements specific to New Jersey.

23. Anti-Discrimination