Ohio joint venture agreement template

Ohio Joint Venture Agreement

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

• [Name of Party 1], residing at [Address of Party 1], (“[Party 1 Abbreviated Name, e.g., Party 1]”), and

• [Name of Party 2], residing at [Address of Party 2], (“[Party 2 Abbreviated Name, e.g., Party 2]”).

WHEREAS, [Party 1 Abbreviated Name, e.g., Party 1] and [Party 2 Abbreviated Name, e.g., Party 2] desire to form a joint venture for the purpose of [Brief Description of Joint Venture Purpose] in the State of Ohio.

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

Formation and Type of Joint Venture

• Option A: General Partnership. The parties hereby form a general partnership under the laws of the State of Ohio, specifically the Ohio Uniform Partnership Act, Ohio Revised Code Chapter 1776.

• Option B: Limited Partnership. The parties hereby form a limited partnership under the laws of the State of Ohio, specifically the Ohio Revised Code Chapter 1782. [Name of General Partner] shall serve as the General Partner. This partnership shall be registered with the Ohio Secretary of State, if required.

• Option C: Limited Liability Company (LLC). The parties agree to form a Limited Liability Company (LLC) under the laws of the state of Ohio. The name of the LLC shall be [LLC Name]. The operating agreement for the LLC shall be attached as Exhibit A.

Purpose and Scope

• Option A: Specific Project. The purpose of this Joint Venture is limited solely to [Detailed Description of Specific Project]. The Joint Venture's activities shall be strictly confined to those directly related to this project within Ohio.

• Option B: Broad Business Purpose. The purpose of this Joint Venture is to engage in the business of [Detailed Description of Business Activities] within the State of Ohio.

• The Joint Venture shall conduct business within the industry of [Industry].

Principal Place of Business and Term

• Principal Place of Business: The principal place of business of the Joint Venture shall be located at [Address of Principal Place of Business] in Ohio. Other operating locations within Ohio may be established as mutually agreed upon.

• Option A: Fixed Term. This Agreement shall commence on [Start Date] and shall continue for a term of [Number] years, unless sooner terminated as provided herein.

• Option B: Project-Based. This Agreement shall commence on [Start Date] and shall continue until the completion of the project described in Section 2, unless sooner terminated as provided herein.

• Option C: Indefinite Term. This Agreement shall commence on [Start Date] and shall continue indefinitely, unless sooner terminated as provided herein.

Capital Contributions

• [Party 1 Abbreviated Name, e.g., Party 1] shall contribute [Description of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount].

• [Party 2 Abbreviated Name, e.g., Party 2] shall contribute [Description of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount].

• All contributions shall be made by [Date].

• Additional Capital Contributions:

• Option A: Required. If additional capital is required, the partners shall contribute in proportion to their ownership percentages.

• Option B: Optional. Additional capital contributions shall be subject to mutual agreement of the partners.

Ownership Percentages

• Based on the capital contributions outlined in Section 4, [Party 1 Abbreviated Name, e.g., Party 1] shall have an ownership percentage of [Percentage]% and [Party 2 Abbreviated Name, e.g., Party 2] shall have an ownership percentage of [Percentage]%.

• Adjustments to Ownership: If additional capital contributions are made, ownership percentages shall be adjusted proportionally based on the new total capital contributions.

Allocation of Profits and Losses

• Option A: Proportional to Ownership. Profits and losses shall be allocated between the partners in proportion to their respective ownership percentages as outlined in Section 5.

• Option B: Fixed Allocation. Profits shall be allocated [Percentage]% to [Party 1 Abbreviated Name, e.g., Party 1] and [Percentage]% to [Party 2 Abbreviated Name, e.g., Party 2]. Losses shall be allocated [Percentage]% to [Party 1 Abbreviated Name, e.g., Party 1] and [Percentage]% to [Party 2 Abbreviated Name, e.g., Party 2].

• Accounting Method: The Joint Venture shall use the [Accrual/Cash] accounting method. The fiscal year shall end on [Date].

Distributions

• Distributions of available cash shall be made to the partners [Frequency, e.g., Quarterly, Annually] in proportion to their ownership percentages, subject to the needs of the Joint Venture as determined by the [Managing Partner/Management Committee].

• Distributions are subject to compliance with Ohio law regarding solvency and distributions.

Bank Account

• The Joint Venture shall maintain a bank account at [Name of Bank], located in Ohio. All funds of the Joint Venture shall be deposited into this account.

• Withdrawals from the account shall require the signature of [Authorized Signatories].

Management and Control

• Option A: Managing Partner. [Name of Managing Partner] shall serve as the Managing Partner and shall have the authority to manage the day-to-day operations of the Joint Venture.

• Option B: Management Committee. A Management Committee consisting of [Number] members, with [Number] members appointed by [Party 1 Abbreviated Name, e.g., Party 1] and [Number] members appointed by [Party 2 Abbreviated Name, e.g., Party 2], shall oversee the management of the Joint Venture.

• Major Decisions: The following decisions shall require the approval of [Supermajority/Unanimous] of the partners:

• Incurring debt exceeding [Dollar Amount].

• Entering into contracts exceeding [Dollar Amount].

• Hiring officers.

• Issuing guarantees.

• Purchasing or selling assets exceeding [Dollar Amount].

Partner Meetings

• Regular meetings of the partners shall be held [Frequency, e.g., Monthly, Quarterly].

• Special meetings may be called by any partner with [Number] days' notice.

• All meetings shall be held in Ohio, unless otherwise agreed.

• Quorum: A quorum for any meeting shall consist of [Percentage]% of the partners. Minutes of each meeting shall be kept and distributed to all partners.

Duties of Partners

• Each partner shall owe to the other partners a duty of loyalty, a duty of care, and a duty of good faith and fair dealing, as required by the Ohio Uniform Partnership Act (ORC Chapter 1776).

• Conflict of Interest: Partners shall disclose any potential conflicts of interest to the other partners.

Admission of New Partners

• The admission of any new partner shall require the [Supermajority/Unanimous] consent of the existing partners.

• Any new partner shall be required to execute a counterpart to this Agreement.

Withdrawal of Partners

• Voluntary Withdrawal: A partner may withdraw from the Joint Venture upon [Number] days' written notice to the other partners.

• Involuntary Withdrawal: A partner may be involuntarily withdrawn from the Joint Venture upon a [Supermajority/Unanimous] vote of the other partners for [Specific Reasons, e.g., breach of this Agreement, misconduct].

• Buyout: Upon withdrawal, the withdrawing partner shall be entitled to receive the fair market value of their interest in the Joint Venture, as determined by [Valuation Method].

Transfer of Partnership Interests

• No partner shall sell, assign, or transfer their interest in the Joint Venture without the [Supermajority/Unanimous] consent of the other partners.

• Right of First Refusal: The remaining partners shall have a right of first refusal to purchase the interest of any partner seeking to transfer their interest.

Death, Incapacity, or Bankruptcy of a Partner

• Upon the death, incapacity, or bankruptcy of a partner, the Joint Venture shall [Continue/Dissolve], subject to the terms of this Agreement and Ohio law.

• The remaining partners shall have the option to purchase the interest of the deceased, incapacitated, or bankrupt partner.

Liability and Indemnification

• Option A: General Partnership. Partners in this general partnership shall be jointly and severally liable for the debts and obligations of the Joint Venture.

• Option B: Limited Liability. To the extent permitted by Ohio law, the partners shall not be personally liable for the debts and obligations of the Joint Venture beyond their capital contributions.

• Indemnification: The Joint Venture shall indemnify and hold harmless each partner from and against any and all losses, claims, damages, liabilities, and expenses arising out of the operation of the Joint Venture, except to the extent such losses, claims, damages, liabilities, and expenses are caused by the gross negligence or willful misconduct of the partner seeking indemnification.

Insurance

• The Joint Venture shall maintain insurance coverage, including business liability insurance, in amounts sufficient to protect the assets and operations of the Joint Venture, and in compliance with statutory and industry standards.

Tax Matters

• The Joint Venture shall be treated as a [Partnership/Corporation] for federal and Ohio tax purposes.

• [Name of Partner] is hereby designated as the Tax Matters Partner/Partnership Representative.

• The Joint Venture shall comply with all applicable Ohio and federal tax laws.

Books and Records

• The Joint Venture shall maintain complete and accurate books and records at its principal place of business in Ohio.

• Each partner shall have the right to inspect and copy the books and records of the Joint Venture.

• Financial statements shall be prepared and distributed to the partners [Frequency, e.g., Annually].

Compliance with Laws

• The Joint Venture shall comply with all applicable local, state, and federal laws and regulations, including environmental regulations, employment laws, and licensing requirements, relevant to the Joint Venture's business in Ohio.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.

• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in Ohio.

• Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in Ohio, in accordance with the rules of the American Arbitration Association.

• Jurisdiction and Venue: The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the courts of [County] County, Ohio.

Termination and Dissolution

• This Agreement may be terminated upon the occurrence of any of the following events:

• Completion of the project (if applicable).

• Mutual consent of the partners.

• Insolvency of the Joint Venture.

• Material breach of this Agreement by a partner.

• Upon termination, the Joint Venture shall be dissolved, and its assets shall be liquidated. The proceeds shall be distributed in the following order:

• Payment of debts and liabilities.

• Return of capital contributions.

• Distribution of remaining assets to the partners in proportion to their ownership percentages.

Intellectual Property

• Intellectual property created by the joint venture is owned as follows: [Define Ownership]

Confidentiality

• All partners agree to hold confidential all information relating to the Joint Venture and its business, both during and after the term of this Agreement, in compliance with the Ohio Uniform Trade Secrets Act.

Non-Compete and Non-Solicitation

• Option A: Non-Compete. During the term of this Agreement and for a period of [Number] years following its termination, no partner shall engage in any business that is directly competitive with the business of the Joint Venture within [Geographic Area in Ohio].

• Option B: Non-Solicitation. During the term of this Agreement and for a period of [Number] years following its termination, no partner shall solicit the employees or customers of the Joint Venture.

Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including acts of God, war, terrorism, natural disasters, or government regulations.

Amendment

• This Agreement may be amended only by a written instrument signed by all of the partners.

Waiver and Severability

• 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.

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

Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth in the preamble of this Agreement.

Warranties

• Each partner warrants that they have the authority to enter into this Agreement and that they are in compliance with all applicable licenses and industry standards.

Acknowledgment

• The partners acknowledge that they have read this Agreement, understand its terms and conditions, and have had the opportunity to seek independent legal advice.

Counterparts

• This Agreement may be executed in multiple 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 Ohio Joint Venture Agreement as of the date first written above.

[Name of Party 1]

By: [Signature of Party 1]

[Printed Name of Party 1]

[Name of Party 2]

By: [Signature of Party 2]

[Printed Name of Party 2]