North Dakota joint venture agreement template

North Dakota Joint Venture Agreement

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

• [Party 1 Full Legal Name], a [Party 1 Entity Type] organized under the laws of [State of Formation], with a business address at [Party 1 Business Address], and if applicable, registered to do business in North Dakota (hereinafter “[Party 1 Designation, e.g., Partner]”); and
• [Party 2 Full Legal Name], a [Party 2 Entity Type] organized under the laws of [State of Formation], with a business address at [Party 2 Business Address], and if applicable, registered to do business in North Dakota (hereinafter “[Party 2 Designation, e.g., Partner]”).

1. Formation and Name

• Option A: Formation of Joint Venture: The parties hereby agree to form a joint venture partnership pursuant to the laws of the State of North Dakota.
• Option B: Existing Entity as Joint Venture: The parties agree to utilize the existing entity known as [Existing Entity Name] as the vehicle for this joint venture.

• Name of Joint Venture: The name of the joint venture shall be [Joint Venture Full Legal Name].
• Address of Joint Venture: The principal place of business of the Joint Venture in North Dakota shall be [Joint Venture North Dakota Address].
• Registered Agent: The registered agent for the joint venture in North Dakota shall be [Registered Agent Name], with an address of [Registered Agent Address].

2. Purpose and Scope

• Option A: Specific Purpose: The purpose of the Joint Venture is solely to [Specific Business Purpose, e.g., develop and operate a wind farm in North Dakota]. This includes the following licensed activities: [List of Licensed Activities relevant to the industry, referencing specific North Dakota regulations where applicable, e.g., obtaining required environmental permits under North Dakota Century Code Chapter 23.1-02].
• Option B: Broad Purpose: The purpose of the Joint Venture is to engage in [Broad Business Purpose, e.g., general business activities] within the State of North Dakota.

• Scope Limitations: The Joint Venture shall not engage in any business or activity other than as described above.

3. Term

• Option A: Fixed Term: The term of this Agreement shall commence on the date first written above and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
• Option B: Project Based Term: The term of this Agreement shall commence on the date first written above and shall continue until the completion of the [Specific Project].
• Option C: Perpetual Term: The term of this Agreement shall commence on the date first written above and shall continue perpetually, unless sooner terminated as provided herein.

• Extension/Renewal: Any extension or renewal of this Agreement shall require the written consent of all parties.

4. Capital Contributions

• Initial Contributions:
  • [Party 1 Designation] shall contribute [Description of Contribution, e.g., $Amount in cash].
  • [Party 2 Designation] shall contribute [Description of Contribution, e.g., specific equipment valued at $Amount].
• Valuation of Non-Cash Contributions: The value of any non-cash contribution shall be determined by [Valuation Methodology, e.g., independent appraisal].
• Option A: Additional Capital Calls: The Joint Venture may require additional capital contributions from the partners.
  • Amount and Frequency: Additional capital contributions, not to exceed [Dollar Amount] in the aggregate, may be called upon by the managing partner no more frequently than [Frequency, e.g., quarterly].
  • Procedure: Notice of a capital call shall be provided to each partner at least [Number] days prior to the due date for such contribution, in accordance with North Dakota Century Code.
  • Failure to Contribute: If a partner fails to contribute the required capital within the allotted time, the other partners shall have the option to [Consequences of Failure to Contribute, e.g., loan the funds to the defaulting partner, dilute the defaulting partner's ownership interest].
• Option B: No Additional Capital Calls: No additional capital contributions shall be required of the partners beyond the initial contributions.

5. Management

• Option A: Managing Partner: [Name of Managing Partner] shall be the managing partner and shall have the authority to manage the day-to-day operations of the Joint Venture.
  • Specific Responsibilities: The Managing Partner shall be responsible for [List of Responsibilities, e.g., preparing financial statements, managing bank accounts, executing contracts].
• Option B: Management Committee: A Management Committee shall be formed, consisting of representatives from each party.
  • Committee Members: [Party 1 Designation] shall appoint [Number] representatives, and [Party 2 Designation] shall appoint [Number] representatives.
  • Voting Rights: Each representative shall have [Number] votes.
• Option C: Joint Management: All parties shall participate equally in the management of the Joint Venture.

• Decision-Making: Major decisions, including but not limited to [List of Major Decisions, e.g., acquisitions, mergers, borrowing], shall require the unanimous consent/[Percentage]% vote of the [Managing Partner/Management Committee/Parties].
• Fiduciary Duty: The parties acknowledge their fiduciary duties to each other and to the Joint Venture, subject to any permissible limitations under North Dakota law. No party may engage in self-dealing or related-party transactions without full disclosure and approval from [Percentage]% of the other parties.

6. Meetings

• Regular Meetings: Regular meetings of the [Managing Partner/Management Committee/Parties] shall be held [Frequency, e.g., monthly].
• Special Meetings: Special meetings may be called by any party with [Number] days’ notice.
• Notice Requirements: All notices of meetings shall be provided in writing and delivered to each party’s address as listed in this Agreement.
• Voting Thresholds: Decisions at meetings shall require a vote of [Percentage]% of the [Managing Partner/Management Committee/Parties].
• Tie-Breaking Mechanism: In the event of a tie vote, [Tie-Breaking Mechanism, e.g., the managing partner shall have the deciding vote, the matter shall be submitted to mediation].

7. Profit and Loss Allocation

• Option A: Proportional to Ownership: Profits and losses shall be allocated among the parties in proportion to their respective ownership interests.
  • [Party 1 Designation]: [Percentage]%
  • [Party 2 Designation]: [Percentage]%
• Option B: Waterfall Distribution: Profits and losses shall be allocated according to the following waterfall: [Detailed Waterfall Structure, including preferred returns, priority distributions, and residual profit sharing].

• Distribution Schedule: Distributions of cash and in-kind assets shall be made [Frequency, e.g., quarterly].
• Tax Allocations: Tax items shall be allocated in accordance with Section 704(b) of the Internal Revenue Code and applicable North Dakota law. The Joint Venture shall comply with all North Dakota income, withholding, and franchise/excise tax requirements.
• Tax Filings: [Name of Party] shall be designated as the partnership representative for tax purposes and shall be responsible for preparing and filing all necessary federal and state tax returns, including K-1s.

8. Admission and Transfer of Interests

• New Joint Venturers: The admission of any new joint venturer shall require the unanimous written consent of all existing parties.
• Transfers of Interests: No party may transfer or assign its interest in the Joint Venture without the prior written consent of all other parties.
• Option A: Right of First Refusal: If a party desires to transfer its interest, it must first offer the interest to the other parties at the same price and terms.
• Option B: Buy-Sell Agreement: In the event a party desires to transfer its interest, the other parties shall have the option to purchase the interest at a price determined by [Valuation Method].
• Drag-Along and Tag-Along Rights: [Detailed Drag-Along and Tag-Along provisions outlining circumstances under which parties are required to sell or are entitled to participate in a sale of interests].

9. Withdrawal and Expulsion

• Voluntary Withdrawal: A party may withdraw from the Joint Venture by providing [Number] days’ written notice to the other parties.
• Involuntary Expulsion: A party may be expelled from the Joint Venture for [List of Causes for Expulsion, e.g., breach of this Agreement, gross negligence]. Expulsion requires a vote of [Percentage]% of the other parties.
• Buyout Price: Upon withdrawal or expulsion, the withdrawing or expelled party shall be entitled to a buyout price determined by [Valuation Method].
• Effect of Withdrawal/Expulsion: The withdrawal or expulsion of a party shall [Effect on the Continuation/Dissolution of the Joint Venture].

10. Liability and Indemnification

• Liability for Obligations: The liability of each party for the obligations of the Joint Venture shall be [Limited/Unlimited, depending on the entity type and agreement].
• Indemnification: Each party shall indemnify and hold harmless the other parties from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to [Scope of Indemnification], subject to North Dakota's limitations on indemnification.
• Insurance: The Joint Venture shall maintain adequate insurance coverage, including [Types of Insurance, e.g., property, casualty, liability], with minimum coverage limits of [Dollar Amount].

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

• Non-Competition: During the term of this Agreement and for a period of [Number] years thereafter, each party agrees not to compete with the Joint Venture in [Specific Geographic Area and Industry].
• Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, each party agrees not to solicit employees or customers of the Joint Venture.
• Confidentiality: Each party agrees to maintain the confidentiality of all confidential information of the Joint Venture, including [Examples of Confidential Information].

12. Dispute Resolution

• Option A: Negotiation: The parties shall first attempt to resolve any disputes through good-faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, North Dakota], utilizing a mediator mutually agreed upon by the parties.
• Option C: Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in [City, North Dakota], in accordance with the rules of the American Arbitration Association.

• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. The exclusive jurisdiction and venue for any litigation or arbitration arising out of or relating to this Agreement shall be in the state and federal courts located in [County, North Dakota].

13. Dissolution and Winding Up

• Dissolution Events: This Joint Venture may be dissolved upon the occurrence of any of the following events: [List of Dissolution Events, e.g., expiration of the term, mutual agreement of the parties, bankruptcy of a party].
• Winding Up Procedures: Upon dissolution, the parties shall wind up the affairs of the Joint Venture in accordance with North Dakota Century Code Chapter 45-13, including liquidating assets, paying creditors, and distributing remaining assets to the parties in accordance with their respective ownership interests.
• Final Accounting: A final accounting shall be prepared and delivered to each party.

14. Regulatory Compliance

• Permits and Licenses: The Joint Venture shall obtain and maintain all necessary permits and licenses required to operate its business in North Dakota, including [Specific Permits and Licenses relevant to the industry].
• Compliance with Laws: The Joint Venture shall comply with all applicable federal, state, and local laws and regulations.

15. Books and Records

• Maintenance of Records: The Joint Venture shall maintain complete and accurate books and records of its business and financial affairs.
• Access to Records: Each party shall have the right to access and inspect the books and records of the Joint Venture upon reasonable notice.
• Fiscal Year: The fiscal year of the Joint Venture shall be [Fiscal Year Start Date] to [Fiscal Year End Date].
• Accounting Method: The accounting method used by the Joint Venture shall be [Accrual/Cash].

16. Insurance

• Insurance Requirements: The Joint Venture shall maintain the following insurance coverage: [List of Insurance Types and Minimum Coverage Limits].

17. Representations and Warranties

• Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

18. Miscellaneous

• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
• Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above.
• Amendment and Waiver: This Agreement may be amended only by a written instrument signed by all parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.

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

[Party 1 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Party 2 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]