New York joint venture agreement template

New York Joint Venture Agreement

This New York Joint Venture Agreement ("Agreement") is made as of [Effective Date], by and among:

• [Partner A Full Legal Name], a [Partner A Entity Type, e.g., corporation] formed under the laws of [Partner A Jurisdiction], with its principal place of business at [Partner A Address] ("[Partner A Abbreviated Name]"); and
• [Partner B Full Legal Name], a [Partner B Entity Type, e.g., limited liability company] formed under the laws of [Partner B Jurisdiction], with its principal place of business at [Partner B Address] ("[Partner B Abbreviated Name]").

1. Purpose of Joint Venture

• Option A: The specific purpose of this Joint Venture (the "Joint Venture") is to [Detailed Description of Business Purpose], targeting the market of [Target Market].
• Option B: The Joint Venture will engage in [Broader Description of Business Activities].

The primary place of business for the Joint Venture shall be located at [Joint Venture New York Address].

2. Term and Termination

• Option A: The term of this Agreement shall commence on the Effective Date and continue until [Termination Date].
• Option B: The term of this Agreement shall commence on the Effective Date and continue until the completion of [Specific Project or Milestone].
• Termination Events:
  • Mutual written agreement of the Partners.
  • Completion of the project described in Section 1.
  • [Specific Event Triggering Termination, e.g., bankruptcy of a partner].

3. Capital Contributions

• [Partner A Abbreviated Name] shall contribute [Description of Contribution, e.g., cash, property, services] valued at [Dollar Amount].
  • The contribution will be made on or before [Date].
• [Partner B Abbreviated Name] shall contribute [Description of Contribution, e.g., cash, property, services] valued at [Dollar Amount].
  • The contribution will be made on or before [Date].
• Option A: Consequences of Late/Incomplete Contribution: A penalty of [Percentage]% per month will be assessed on the outstanding amount.
• Option B: Consequences of Late/Incomplete Contribution: Dilution of the defaulting partner’s ownership percentage.

4. Ownership and Control

• [Partner A Abbreviated Name] shall have [Percentage]% ownership.
• [Partner B Abbreviated Name] shall have [Percentage]% ownership.
• Voting Rights: Each Partner's voting rights shall be proportionate to their ownership percentage.

5. Additional Funding

• Option A: Additional funding shall require unanimous consent of all Partners.
• Option B: Additional funding requires a [Percentage]% vote of the Partners.
• If a Partner fails to contribute their share of additional funding, their ownership percentage will be diluted according to the following formula: [Dilution Formula].

6. Management

• A Management Committee (the "Committee") shall be formed, consisting of [Number] representatives from each Partner.
  • [Partner A Abbreviated Name] shall appoint [Number] representatives.
  • [Partner B Abbreviated Name] shall appoint [Number] representatives.
• The Committee shall be responsible for overseeing the Joint Venture's operations and making key decisions.
• Voting Procedures:
  • Option A: Each Committee member shall have one vote.
  • Option B: Each Committee member’s voting power shall be proportional to their Partner's ownership percentage.

7. Partner Duties and Obligations

• Each Partner shall act in good faith and exercise due care in the management of the Joint Venture, consistent with New York Partnership Law §§ 40-44.
• Option A: Partners shall not engage in any business activity that directly competes with the Joint Venture's business.
• Option B: Partners may engage in other business activities, provided they do not materially harm the Joint Venture.

8. Profit and Loss Allocation

• Profits and losses shall be allocated to the Partners in proportion to their ownership percentages.
• Distributions shall be made [Frequency, e.g., quarterly].
• The Joint Venture will designate [Name] as the "Tax Matters Partner" or "Partnership Representative" under IRS rules.
  • New York tax withholding and filing procedures will be followed, including compliance with NYC UBT (if applicable).

9. New Partners and Transfers

• Option A: Admission of new partners requires unanimous consent of all existing Partners.
• Option B: Admission of new partners requires a [Percentage]% vote of the existing Partners.
• Transfers of ownership interests are restricted and subject to a right of first refusal in favor of the other Partner(s).

10. Dissolution

• Upon dissolution, the assets of the Joint Venture shall be distributed in accordance with New York law.
• The order of priority for distribution shall be: 1) Creditors; 2) Partner loans; 3) Capital contributions; 4) Profits.

11. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in New York County.
• If mediation is unsuccessful, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association, applying New York law.

12. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles, including New York Partnership Law and relevant UCC provisions (if applicable).

13. Insurance

• The Joint Venture shall maintain insurance coverage, including general liability, [Specific Insurance Type, e.g., professional liability], and [Another Insurance Type, e.g., workers' compensation], in amounts sufficient to protect its assets and operations, as required by New York business standards and regulation.

14. Intellectual Property

• All intellectual property contributed to or created by the Joint Venture shall be owned by [Specify Ownership, e.g., the Joint Venture, proportionally by partners].
  • Upon termination of the Joint Venture, the intellectual property will be distributed according to [Terms, e.g., ownership reverts back to the contributing partner].

15. Compliance

• The Joint Venture will comply with all applicable federal, state, and local laws, regulations, and ordinances, including all required New York licenses, permits, and registrations for its business activities.

16. Assignment

• This Agreement may not be assigned by either Partner without the prior written consent of the other Partner.

17. 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.

18. Severability

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

19. Notices

• All notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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.

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

[Partner A Full Legal Name]

By: [Name and Title of Authorized Representative]

[Partner B Full Legal Name]

By: [Name and Title of Authorized Representative]