New Mexico joint venture agreement template

New Mexico Joint Venture Agreement

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

[Joint Venturer 1 Full Legal Name], residing at [Joint Venturer 1 Address], hereinafter referred to as “Venturer 1”; and

[Joint Venturer 2 Full Legal Name], residing at [Joint Venturer 2 Address], hereinafter referred to as “Venturer 2.”

Venturer 1 and Venturer 2 are each individually referred to as a “Venturer” and collectively as the “Venturers.”

1. Formation and Purpose

This Agreement shall constitute a joint venture partnership agreement under the laws of the State of New Mexico, specifically the Uniform Partnership Act (1975), NMSA 1978, Sections 54-1A-101 et seq.

• Option A: Specific Project
  • The joint venture is formed for the sole purpose of [Description of Specific Project].
• Option B: Term
  • The joint venture shall exist for a term of [Number] years, commencing on [Start Date] and ending on [End Date], unless sooner terminated as provided herein.
• Option C: Continuing Business
  • The joint venture shall continue until terminated as provided in this Agreement.

The business purpose of the joint venture is: [Detailed Description of Business Purpose]. This includes permissible activities: [List of Permissible Activities]. Excluded activities are: [List of Excluded Activities]. The principal office of the joint venture shall be located at [Address in New Mexico]. The geographical scope of operations is: [Geographical Area within New Mexico].

2. Capital Contributions

The initial capital contributions of each Venturer are as follows:

• Venturer 1:
  • Option A: Cash
    • [Dollar Amount] in cash, to be contributed by [Date].
  • Option B: Property
    • [Description of Property], valued at [Dollar Amount], to be delivered by [Date]. An independent appraisal shall be conducted by [Appraiser Name] to confirm the value.
  • Option C: Services
    • [Description of Services], valued at [Dollar Amount], to be performed by [Date].
• Venturer 2:
  • Option A: Cash
    • [Dollar Amount] in cash, to be contributed by [Date].
  • Option B: Property
    • [Description of Property], valued at [Dollar Amount], to be delivered by [Date]. An independent appraisal shall be conducted by [Appraiser Name] to confirm the value.
  • Option C: Services
    • [Description of Services], valued at [Dollar Amount], to be performed by [Date].

Additional Funding:

• Option A: Required Additional Funding
  • If additional funding is required, it shall be contributed by the Venturers in proportion to their ownership percentages.
• Option B: Capital Calls
  • Additional capital calls shall be made by the Management Committee (if any) with [Number] days' notice. Failure to contribute within the specified timeframe shall result in [Consequences of Capital Shortfall].

3. Ownership and Profit/Loss Sharing

The ownership and profit/loss sharing ratios are as follows:

• Venturer 1: [Percentage]%
• Venturer 2: [Percentage]%

Profits and losses shall be allocated in accordance with the ownership percentages. The return of contributed property upon dissolution shall be as follows: [Description of Return Process]. This allocation is intended to comply with New Mexico partnership law and relevant federal tax classifications.

4. Governance

• Option A: Management Committee
  • A Management Committee shall be established, consisting of [Number] representatives from each Venturer.
• Option B: No Management Committee
  • All decisions shall require the consent of both Venturers.

Appointment and removal of managers shall be as follows: [Procedures for Appointment/Removal]. The scope and limitations of authority of each Venturer are: [Description of Authority].

Meeting requirements:

• Meetings shall be held [Frequency of Meetings].
• Voting rights: Each Venturer shall have a vote equal to their ownership percentage.
• Supermajority or unanimous consent shall be required for [List of Material Decisions].
• Tie-breaking procedures: [Tie-Breaking Procedures].

5. Business Records and Financial Accounts

The joint venture shall maintain business records and financial accounts in compliance with New Mexico statutes.

• The fiscal year shall be [Fiscal Year End Date].
• The accounting method shall be [Accounting Method, e.g., Accrual].
• Banking arrangements shall be with [Bank Name], located in New Mexico.
• Regular financial and operational reports shall be provided to the Venturers [Frequency of Reporting].
• Each Venturer shall have the right to access and inspect the books and records of the joint venture.

6. Partner Meetings

Partner meetings shall be conducted as follows:

• Quorum and notice requirements: [Quorum and Notice Requirements].
• Special and annual meeting expectations: [Expectations for Meetings].
• Record-keeping of decisions: [Record-Keeping Requirements].
• Requirements for partner communications: [Communication Requirements].

7. Tax Matters

The joint venture shall elect to be taxed as a [Partnership or Other]. [Name of Venturer] shall be the Tax Matters Partner.

Responsibilities for preparing and filing federal, state (New Mexico), and local tax returns shall be as follows: [Tax Filing Responsibilities]. Allocation and distribution of K-1s shall be in accordance with ownership percentages. The joint venture shall address New Mexico gross receipts tax exposure and apportionment for New Mexico-based activities.

8. Regulatory and Licensing Compliance

Each Venturer is responsible for [Specific responsibilities for obtaining/maintaining New Mexico business registrations and permits]. Compliance with sector-specific regulators, such as the New Mexico Environment Department and the New Mexico Regulation and Licensing Department, is required. The joint venture must also comply with local ordinances relevant to the venture’s business.

9. Insurance and Risk Allocation

Insurance requirements:

• Types: [List of Insurance Types, e.g., General Liability, Property].
• Minimum coverage amounts: [Dollar Amounts].
• Responsibility for procuring and paying premiums: [Responsibility for Premiums].

Risk allocation mechanisms:

• Hold-harmless and indemnification provisions tailored to New Mexico joint venture law shall be included: [Specific Indemnification Terms].

10. Limitation of Liability

The limitations on liability shall be expressly in the context of New Mexico governing law. The Venturers' liability for partnership obligations, torts, and debts will be handled as follows: [Liability Handling Procedures]. Waivers or caps on liability (where permissible) are: [Liability Waivers/Caps]. The impact of a partner’s negligent or wrongful acts on the partnership and other venturers consistent with New Mexico statutes shall be handled as follows: [Handling of Negligent Acts].

11. Admission of New Partners and Assignment of Interests

The process for admitting new partners or assigning/encumbering interests shall be as follows:

• Eligibility: [Eligibility Requirements].
• Required consents: [Consent Requirements].
• Right of first refusal: [Right of First Refusal Terms].
• Valuation methodology: [Valuation Methodology].
• Required amendment filings with the New Mexico Secretary of State: [Filing Requirements].

12. Withdrawal, Expulsion, Default, and Deadlock

Procedures for withdrawal, expulsion, default, or deadlock shall be as follows:

• Notice requirements: [Notice Requirements].
• Cure periods: [Cure Periods].
• Financial consequences: [Financial Consequences].
• Continuation or winding up provisions as per New Mexico’s Uniform Partnership Act: [Continuation/Winding Up Terms].

13. Non-Competition, Non-Solicitation, and Confidentiality

Restrictions, duration, and remedies for breach of non-competition, non-solicitation, and confidentiality obligations, with reference to enforceability under New Mexico law, are: [Specific Terms for Non-Competition, Non-Solicitation, and Confidentiality].

14. Dispute Resolution

Dispute resolution mechanisms shall be as follows:

• Stepwise negotiation, mediation, and arbitration procedures to be conducted in New Mexico: [Detailed Dispute Resolution Procedures].
• Venue selection: [Venue Selection - Must be in New Mexico].
• Governing law: New Mexico law.
• Service of process: [Service of Process Details].

15. Dissolution, Winding Up, and Termination

Dissolution, winding up, and termination procedures:

• Triggering events per New Mexico law: [List of Triggering Events].
• Notice and filings necessary with the Secretary of State and tax authorities: [Filing Requirements].
• Asset distribution waterfall: [Asset Distribution Waterfall].
• Assumption/discharge of liabilities: [Liability Assumption/Discharge].
• Final accounting: [Final Accounting Requirements].

16. Employment Laws

The joint venture shall comply with all New Mexico employment laws and local labor practices if employees are involved, as well as workers’ compensation and unemployment insurance mandates.

17. Disaster Recovery and Force Majeure

Disaster recovery, force majeure, and business continuity clauses tailored for the New Mexico environment shall be included: [Specific Clauses for Disaster Recovery, Force Majeure, and Business Continuity].

18. Boilerplate Provisions

The following boilerplate provisions apply, interpreted under New Mexico law:

• Entire agreement.
• Amendments: Must be in writing and signed by all Venturers.
• Waivers: Must be in writing.
• Assignment: Subject to New Mexico anti-assignment restrictions.
• Severability: As interpreted under New Mexico law.
• Notices: [Notice Requirements].

19. Compliance Representations and Anti-Corruption

Compliance representations and anti-corruption provisions reflecting New Mexico and federal law are required: [Specific Compliance Representations and Anti-Corruption Provisions].

20. Signatures

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

[Joint Venturer 1 Full Legal Name]

By: [Authorized Representative Name]

Title: [Title]

[Joint Venturer 2 Full Legal Name]

By: [Authorized Representative Name]

Title: [Title]

21. Acknowledgment (Optional)

State of New Mexico

County of [County Name]

This instrument was acknowledged before me on [Date] by [Name(s) of Person(s)].

[Notary Public Signature]

[Notary Public Printed Name]

[Notary Public Commission Expiration Date]

22. Real Estate Interests (If Applicable)

Integration with any property or real estate interests covered by New Mexico law: [Required legal descriptions, recording, and compliance with local zoning, environmental, or tribal consultation where applicable].

23. Indemnities

Specific indemnities for breaches of representations and warranties, including carve-outs reflecting New Mexico-specific economic or regulatory risks: [Detailed Indemnification Terms].

24. Industry-Specific Regulations

Compliance with any industry-specific statutes, local ordinances, or New Mexico regulatory requirements crucial to operation: [Specific List of Relevant Regulations].