North Carolina joint venture agreement template

North Carolina Joint Venture Agreement

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

• [Partner 1 Legal Name], a [Entity Type, e.g., Corporation] formed in [State of Formation], with its principal place of business at [Partner 1 Address], and, if applicable, a registered agent at [Registered Agent Name] whose physical address is [Registered Agent Address] (hereinafter referred to as “Partner 1”); and
• [Partner 2 Legal Name], a [Entity Type, e.g., Limited Liability Company] formed in [State of Formation], with its principal place of business at [Partner 2 Address], and, if applicable, a registered agent at [Registered Agent Name] whose physical address is [Registered Agent Address] (hereinafter referred to as “Partner 2”).

WHEREAS, Partner 1 and Partner 2 desire to form a joint venture for the purpose of [Joint Venture Purpose] in the State of North Carolina;

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

1. Formation and Name

• Option A: The parties hereby form a joint venture partnership pursuant to Chapter 59 of the North Carolina General Statutes (the “Partnership”). The name of the Partnership shall be [Joint Venture Name].
• Option B: The parties hereby form a joint venture, which shall be characterized as a partnership and not another business form under North Carolina law. The name of the Partnership shall be [Joint Venture Name].

2. Purpose and Scope

• The purpose of the Partnership is to [Detailed description of the Joint Venture’s business purpose].
• The scope of the Partnership's activities shall be limited to [Specific project scope]. The principal place of business/principal office of the Joint Venture in North Carolina is [Principal Place of Business Address].
• Option A: The Partnership will operate primarily within [Geographic area within North Carolina].
• Option B: The Partnership will operate throughout the State of North Carolina.
• The Partnership shall obtain all necessary licenses and regulatory registrations required to conduct its business in North Carolina, including [List of required licenses/registrations].

3. Term

• Option A: This Agreement shall commence on the date first written above and shall continue for a fixed term of [Number] years, unless earlier terminated as provided herein.
• Option B: This Agreement shall commence on the date first written above and shall continue until the completion of the [Specify Project Name] project, unless earlier terminated as provided herein.

4. Capital Contributions

• Partner 1 shall contribute [Amount] in cash and/or [Description of Property] valued at [Value] and/or [Description of Services] valued at [Value].
• Partner 2 shall contribute [Amount] in cash and/or [Description of Property] valued at [Value] and/or [Description of Services] valued at [Value].
• All capital contributions shall be made on or before [Date].
• Option A: Additional capital contributions may be required upon the written agreement of both partners.
• Option B: Additional capital contributions may be required upon a [Percentage]% vote of the partners.
• Failure to contribute capital as required shall result in [Consequences for failure to contribute].

5. Ownership and Profit/Loss Sharing

• Partner 1 shall have a [Percentage]% ownership interest in the Partnership.
• Partner 2 shall have a [Percentage]% ownership interest in the Partnership.
• Profits and losses shall be shared in proportion to the ownership interests set forth above. Special allocations, if any, shall comply with Subchapter K of the Internal Revenue Code and North Carolina law.

6. Management

• Option A: [Managing Partner Name] shall be the Managing Partner and shall have the authority to manage the day-to-day operations of the Partnership.
• Option B: A Management Committee shall be established, consisting of [Number] representatives from Partner 1 and [Number] representatives from Partner 2.
  • Decisions of the Management Committee shall require a [Percentage]% vote.
• Quorum for Management Committee meetings shall be [Number].
• The Managing Partner/Management Committee shall not have the authority to [Restrictions on unilateral actions].

7. Meetings

• Meetings of the partners/Management Committee shall be held [Frequency, e.g., monthly, quarterly].
• Notice of meetings shall be given at least [Number] days prior to the meeting date.
• Meetings may be held [Location, e.g., at the principal place of business, virtually] or at such other place as the partners may agree.
• Minutes of all meetings shall be recorded and maintained by [Person Responsible].

8. Banking and Finances

• The Partnership shall maintain a bank account at [Name of North Carolina Bank].
• Signature authority on the bank account shall require the signature of [Authorized Signatories].
• All financial records shall be maintained in accordance with generally accepted accounting principles (GAAP) and North Carolina law.
• Each partner shall have the right to inspect the books and records of the Partnership upon reasonable notice.

9. Admission of New Partners

• New partners may be admitted to the Partnership only upon the unanimous written consent of the existing partners.
• Any new partner shall be subject to [Background check requirements].
• The buy-in price for a new partner shall be determined by [Valuation method].

10. Transfer of Interests

• No partner may transfer, assign, or encumber their partnership interest without the prior written consent of the other partner.
• Option A: The non-transferring partner shall have a right of first refusal to purchase the transferring partner's interest.
• Option B: The transfer is permitted with written consent, and shall follow the requirements in North Carolina Uniform Commercial Code for perfection, if required.

11. Withdrawal/Termination

• A partner may withdraw from the Partnership upon [Number] days' written notice to the other partner.
• Events of default include [List of events of default].
• Upon withdrawal, death, disability, insolvency, or expulsion of a partner, the remaining partner shall have the option to purchase the departing partner's interest based on a valuation determined by [Valuation method, e.g., independent appraisal] in accordance with North Carolina law.

12. Distributions

• Distributions of cash or property shall be made to the partners [Frequency, e.g., quarterly, annually].
• Distributions shall be made in proportion to the partners' ownership interests.
• Tax distributions shall be made in an amount sufficient to allow each partner to pay their estimated income taxes on their share of the Partnership's taxable income as determined under North Carolina tax law.

13. Tax Matters

• The Partnership shall designate [Name of Partner] as the Partnership Representative for tax purposes.
• The partners consent to all federal and North Carolina tax elections made by the Partnership Representative.
• The Partnership shall file all required federal and North Carolina tax returns. K-1s shall be provided to each partner by [Date]. The partnership will address any North Carolina Department of Revenue requirements, and whether composite tax filings for non-resident partners are applicable.

14. Liability and Indemnification

• To the extent permitted by North Carolina law, the liability of non-managing partners shall be limited to their capital contributions.
• Each partner shall indemnify and hold harmless the other partner from and against any and all claims, losses, damages, liabilities, and expenses arising out of or relating to [Specify scope of indemnification].
• The Partnership shall maintain insurance coverage in amounts and types appropriate for its business and as required by North Carolina statutes.

15. Regulatory Compliance

• The Partnership shall comply with all applicable North Carolina laws and regulations, including those specific to the [Type of business] industry. This includes requirements for building contractor licensing, local zoning and permits, data privacy, or professional services compliance under North Carolina law.
• The Partnership shall obtain and maintain all necessary licenses and permits required to operate its business in North Carolina.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Specify dispute resolution mechanism, e.g., negotiation, mediation, arbitration in North Carolina].
• Any arbitration shall be conducted in [City, North Carolina] and shall be governed by the laws of the State of North Carolina. The parties waive removal to federal court where permissible.

17. Amendment and Termination

• This Agreement may be amended only by a written instrument signed by both partners.
• This Agreement may be terminated upon the written agreement of both partners or as otherwise provided herein.
• Upon termination, the Partnership shall be dissolved, its assets shall be liquidated, and the proceeds shall be distributed in accordance with North Carolina law.

18. Intellectual Property

• All intellectual property created by the Partnership shall be owned by [Specify ownership, e.g., the Partnership, Partner 1, Partner 2].
• Each partner shall maintain the confidentiality of the Partnership's intellectual property.
• Choice of law provisions for intellectual property will be according to North Carolina law.

19. Representations and Warranties

• Each partner represents and warrants that it has the full power and authority to enter into this Agreement and that its execution and performance of this Agreement will not violate any other agreement to which it is a party.
• Each partner represents and warrants that it is in compliance with all applicable laws and regulations.

20. Covenants

• Each partner covenants not to compete with the Partnership during the term of this Agreement and for a period of [Number] years thereafter within [Geographic area], to the extent enforceable under North Carolina law.
• Each partner covenants not to solicit the Partnership's customers or employees during the term of this Agreement and for a period of [Number] years thereafter, to the extent enforceable under North Carolina law.

21. Miscellaneous

• This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.
• 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.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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 in accordance with North Carolina's Uniform Electronic Transactions Act.
• [Authorized Agent Name] shall be the authorized agent for service of process in North Carolina. The address is [Agent Address].
• The requirements for maintenance and access to records shall be in accordance with North Carolina statutes.

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

[Partner 1 Legal Name]

By: [Name of Authorized Representative]

Title: [Title]

[Partner 2 Legal Name]

By: [Name of Authorized Representative]

Title: [Title]