Oklahoma joint venture agreement template

Oklahoma Joint Venture Agreement

This Oklahoma Joint Venture Agreement ("Agreement") is made and entered into as of [Date of Execution], by and between:

• [Venturer 1 Name], residing at [Venturer 1 Address], an individual/a [Venturer 1 Entity Type] with its principal place of business at [Venturer 1 Business Address], and if an entity, registered in Oklahoma with registration number [Venturer 1 Oklahoma Registration Number] ("Venturer 1").
• [Venturer 2 Name], residing at [Venturer 2 Address], an individual/a [Venturer 2 Entity Type] with its principal place of business at [Venturer 2 Business Address], and if an entity, registered in Oklahoma with registration number [Venturer 2 Oklahoma Registration Number] ("Venturer 2").

Effective Date: [Effective Date]

Recitals

WHEREAS, Venturer 1 and Venturer 2 desire to combine certain resources and expertise to undertake a joint venture in Oklahoma for the purpose of [Description of Joint Venture Purpose, e.g., developing a wind farm in Oklahoma];

WHEREAS, the parties believe this joint venture will be mutually beneficial and serve to [Describe Strategic Business Purpose and Rationale, e.g., capitalize on the growing renewable energy market in Oklahoma];

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

1. Formation and Name

• The parties hereby form a joint venture partnership under the laws of the State of Oklahoma, pursuant to the Oklahoma Uniform Partnership Act (Oklahoma Statutes Title 54).
• The name of the joint venture shall be [Joint Venture Name] (the "Joint Venture").

2. Purpose and Scope

• The purpose of the Joint Venture is [Detailed Description of Specific Business Activities], limited to [Defined Scope and Limits of the Joint Venture].
• The principal place of business of the Joint Venture shall be located at [Oklahoma-Based Location].
• The Joint Venture's activities will be conducted primarily in the State of Oklahoma.

3. Term and Duration

• Option A: The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless earlier terminated as provided herein.
• Option B: The term of this Agreement shall commence on the Effective Date and shall continue until the completion of [Specific Project Milestones], unless earlier terminated as provided herein.

4. Capital Contributions

• Venturer 1 shall contribute [Venturer 1 Contribution Amount or Description] by [Venturer 1 Contribution Deadline].
• Venturer 2 shall contribute [Venturer 2 Contribution Amount or Description] by [Venturer 2 Contribution Deadline].
• Additional Funding Obligations:
  • Option A: No additional capital contributions shall be required from either Venturer.
  • Option B: If additional capital is required, it shall be contributed by the Venturers in proportion to their Ownership Ratios (as defined below).
• Procedure for Future Capital Calls: The Managing Venturer (defined below) shall provide written notice to each Venturer at least [Number] days prior to the date any additional capital contribution is due.
• Valuation of Property: Any contribution of real or personal property shall be valued at its fair market value as determined by [Valuation Method, e.g., independent appraisal], consistent with Oklahoma Uniform Partnership Act (Oklahoma Statutes Title 54).

5. Ownership Ratios and Profit/Loss Allocation

• Venturer 1 shall own [Venturer 1 Ownership Percentage]% of the Joint Venture.
• Venturer 2 shall own [Venturer 2 Ownership Percentage]% of the Joint Venture.
• Profits and losses shall be allocated between the Venturers in proportion to their respective Ownership Ratios.
• Special Profit Sharing (if applicable): [Description of Special Profit Sharing Arrangement, e.g., if the project achieves certain performance metrics].
• Distributions shall be made to the Venturers [Frequency of Distributions, e.g., quarterly], within [Number] days of the end of each period.

6. Management

• Option A: [Venturer Name] shall be the Managing Venturer and shall have the authority to manage the day-to-day operations of the Joint Venture, consistent with Oklahoma law.
• Option B: A Management Committee shall be formed, consisting of [Number] representatives from each Venturer.
• Major decisions requiring unanimous/supermajority consent: [List of Major Decisions, e.g., sale of assets, incurrence of debt above \$X, amendments to this Agreement].
• Limitations on Individual Authority: [Specific Limitations on Individual Authority of any Venturer or Manager].

7. Voting Rights

• For ordinary course decisions, each Venturer shall have a number of votes equal to their Ownership Ratio.
• For extraordinary transactions, a [Percentage]% vote of the Venturers shall be required.

8. Meetings

• Regular meetings of the Venturers shall be held [Frequency of Meetings, e.g., quarterly], with at least [Number] days' notice.
• Special meetings may be called by [Who Can Call Special Meetings] with at least [Number] hours' notice.
• Written consents in lieu of meetings are permitted.

9. Officers and Managers

• Option A: The Joint Venture shall have no officers or managers.
• Option B: The Joint Venture shall appoint the following officers/managers: [List of Officers/Managers and their Duties].

10. Regulatory Compliance

• The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including those specific to Oklahoma.
• The Joint Venture shall obtain and maintain all necessary licenses, permits, and bonding required for its activities in Oklahoma, including [List of Specific Oklahoma Licenses/Permits, e.g., oil and gas permits from the Oklahoma Corporation Commission].

11. Books and Records

• The Joint Venture shall maintain accurate and complete books and records in accordance with generally accepted accounting principles.
• Each Venturer shall have reasonable access to the books and records of the Joint Venture.

12. Tax Matters

• [Venturer Name] is hereby designated as the Tax Matters Partner.
• The Joint Venture shall elect to be treated as a partnership for federal income tax purposes.
• The Joint Venture shall file all necessary federal and Oklahoma state tax returns.
• Apportionment of income attributable to Oklahoma sources: [Specific Provisions for Apportionment of Income].
• Oklahoma tax allocation provisions: [Detailed Tax Allocation Provisions for Pass-Through Treatment].

13. Insurance and Indemnification

• The Joint Venture shall maintain insurance coverage in amounts and types reasonably necessary to protect its assets and business.
• Each Venturer shall indemnify and hold harmless the other Venturer from and against any and all losses, damages, liabilities, and expenses arising out of or relating to the Joint Venture's activities, subject to Oklahoma law.

14. Admission of New Partners

No new partners may be admitted to the Joint Venture without the unanimous written consent of all existing Venturers.

15. Assignment and Transfer

• No Venturer may assign or transfer its interest in the Joint Venture without the prior written consent of the other Venturer.
• Right of First Refusal: In the event that a Venturer desires to sell its interest, the other Venturer shall have a right of first refusal to purchase such interest, in compliance with Oklahoma law.
• Mandatory Sale or Buy-Sell Triggers: [Specific Triggers for Mandatory Sale or Buy-Sell, e.g., death, disability, breach of contract].

16. Confidentiality

Each Venturer shall maintain the confidentiality of all confidential information of the Joint Venture and the other Venturer.

17. Non-Competition

During the term of this Agreement and for a period of [Number] years thereafter, no Venturer shall engage in any business that is directly competitive with the business of the Joint Venture within [Geographic Area, e.g., Oklahoma], subject to Oklahoma enforceability standards.

18. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City, Oklahoma], in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.

19. Dissolution

• The Joint Venture may be dissolved upon the occurrence of any of the following events:
  • Expiration of the term of this Agreement.
  • Mutual agreement of the Venturers.
  • Illegality under Oklahoma law.
• Upon dissolution, the assets of the Joint Venture shall be liquidated and distributed in accordance with Oklahoma partnership law.

20. Breach and Default

• In the event of a material breach of this Agreement by any Venturer, the non-breaching Venturer shall have the right to terminate this Agreement.
• Cure Period: The breaching Venturer shall have [Number] days to cure the breach after written notice from the non-breaching Venturer.

21. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to force majeure events, including but not limited to acts of God, war, terrorism, or natural disasters, including those specific to Oklahoma (e.g., tornadoes).

22. Amendment

• This Agreement may be amended only by a written instrument signed by all of the Venturers.
• Any amendment that affects property interests must meet Oklahoma statutory requirements for enforceability.

23. Representations and Warranties

• Each Venturer represents and warrants that it has the legal right and authority to enter into this Agreement.
• Each Venturer represents and warrants that its participation in this Joint Venture does not violate any other agreement or obligation.

24. Notices

All notices 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 above. Electronic or personal delivery modes valid under Oklahoma statutes.

25. Liability

The liability of each Venturer for the debts and obligations of the Joint Venture shall be governed by the Oklahoma Uniform Partnership Act (Oklahoma Statutes Title 54).

26. Intellectual Property

Ownership and use of intellectual property developed by the Joint Venture: [Specific Provisions Regarding Intellectual Property Ownership and Use].

27. 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.

28. 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 Oklahoma Joint Venture Agreement as of the date first written above.

[Venturer 1 Name]

By: [Venturer 1 Signature]

[Venturer 2 Name]

By: [Venturer 2 Signature]

Schedules

• Schedule A: Commitments
• Schedule B: Key Licenses
• Schedule C: Property Descriptions
• Schedule D: Regulatory Filings