Oregon joint venture agreement template

Oregon Joint Venture Agreement

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

• [Party 1 Full Legal Name], a [Party 1 Entity Type, e.g., Oregon LLC] with a business address at [Party 1 Business Address] and, if applicable, an Oregon registered agent at [Party 1 Registered Agent Address] ("Party 1"); and
• [Party 2 Full Legal Name], a [Party 2 Entity Type, e.g., Oregon Corporation] with a business address at [Party 2 Business Address] and, if applicable, an Oregon registered agent at [Party 2 Registered Agent Address] ("Party 2").

Each of Party 1 and Party 2 may be referred to individually as a "Partner" and collectively as the "Partners".

1. Purpose

The Partners hereby form a joint venture (the "Joint Venture") under the laws of the State of Oregon for the specific purpose of:

• Option A: [Specific Business Purpose Description, e.g., Developing and marketing a new line of organic fertilizer].
• Option B: [Alternative Business Purpose Description, e.g., Acquiring and renovating a commercial property located in Portland, Oregon].

The Joint Venture shall engage in the following authorized activities: [Scope of Authorized Activities, e.g., Product development, marketing, sales, distribution, and customer support].

The principal place of business/registered office of the Joint Venture in Oregon shall be located at: [Principal Place of Business Address].

2. Term

This Agreement shall commence on [Commencement Date] and shall continue for a term of [Duration, e.g., five (5) years], unless earlier terminated as provided herein.

• Option A: This Agreement may be extended for additional terms upon the written agreement of both Partners.
• Option B: This Agreement shall automatically renew for successive [Renewal Term, e.g., one (1) year] terms unless either Partner provides written notice of termination at least [Notice Period, e.g., ninety (90) days] prior to the end of the then-current term.

3. Capital Contributions

Each Partner shall contribute capital to the Joint Venture as follows:

• Party 1: [Party 1 Capital Contribution Description, e.g., $50,000 in cash].
  • Valuation: If contribution is not cash, the valuation shall be [Valuation Method, e.g., Fair market value as determined by a qualified appraiser].
  • Payment Schedule: [Payment Schedule Details, e.g., Payable within 30 days of the Effective Date].
• Party 2: [Party 2 Capital Contribution Description, e.g., Intellectual property rights to the patented technology].
  • Valuation: If contribution is not cash, the valuation shall be [Valuation Method, e.g., An independent valuation obtained from an Oregon-based business valuation expert].
  • Payment Schedule: [Payment Schedule Details, e.g., Transfer of ownership upon execution of this Agreement].

Additional Capital Calls:

• Option A: The Partners may make additional capital contributions as reasonably required.
  • Each Partner shall contribute in proportion to their ownership interest.
  • Failure to contribute shall result in [Remedy for Default, e.g., Dilution of ownership interest].
• Option B: No additional capital contributions shall be required without the unanimous written consent of both Partners.

4. Ownership and Voting Rights

The ownership interests in the Joint Venture shall be:

• Party 1: [Party 1 Ownership Percentage, e.g., 50]%.
• Party 2: [Party 2 Ownership Percentage, e.g., 50]%.

Voting rights shall be proportional to ownership interests.

5. Management

The day-to-day management of the Joint Venture shall be the responsibility of:

• Option A: A managing partner, [Managing Partner Name].
  • Powers: The Managing Partner shall have the power to [Managing Partner Powers, e.g., Enter into contracts up to $10,000 without prior approval].
  • Limitations: The Managing Partner shall not [Managing Partner Limitations, e.g., Borrow money on behalf of the Joint Venture without the consent of both Partners].
• Option B: A management committee consisting of representatives from each Partner.
  • Quorum: A quorum shall consist of [Quorum Percentage, e.g., 50%] of the representatives.
  • Approval Thresholds: Key actions, such as [Key Action Examples, e.g., Borrowing money, entering into contracts over $50,000, admitting new partners], shall require [Approval Threshold, e.g., Unanimous approval].

6. Profits and Losses

Profits and losses of the Joint Venture shall be allocated as follows:

• Party 1: [Party 1 Profit/Loss Allocation Percentage, e.g., 50]%.
• Party 2: [Party 2 Profit/Loss Allocation Percentage, e.g., 50]%.

Distributions of profits shall be made [Distribution Schedule, e.g., Quarterly]. Tax allocations shall be made in accordance with Internal Revenue Code Subchapter K and Oregon Department of Revenue requirements.

7. Duties, Rights, and Restrictions

Each Partner shall:

• Act in good faith and in the best interests of the Joint Venture.
• Comply with all applicable Oregon laws and regulations.
• Maintain confidentiality of Joint Venture information.

Restrictions:

• Option A: Neither Partner shall compete with the Joint Venture during the term of this Agreement.
  • Scope of Non-Competition: [Geographic Scope, e.g., The State of Oregon], [Industry Scope, e.g., The organic fertilizer market].
• Option B: A Partner is allowed to engage in activities similar to the purpose of this joint venture provided that the partner does not use confidential information for their benefit.

8. Financial Matters

The Joint Venture shall maintain a joint bank account at [Bank Name and Branch]. Accounting policies shall be in accordance with Generally Accepted Accounting Principles (GAAP). The fiscal year of the Joint Venture shall end on [Fiscal Year End Date]. Mandatory recordkeeping shall be in accordance with Oregon law.

9. Tax Matters

The [Partner Name] is hereby designated as the Tax Matters Partner. The Tax Matters Partner shall be responsible for filing all required Oregon partnership returns, information reporting, and delivery of K-1s and Form OR-19.

10. Admission, Withdrawal, and Transfer

New Partners:

• Option A: New partners may be admitted with the unanimous written consent of the existing Partners.
  • Conditions: Admission shall be subject to [Conditions for Admission, e.g., Payment of a capital contribution and execution of this Agreement].
• Option B: No new partners may be admitted to the joint venture.

Withdrawal/Transfer:

• Option A: A Partner may withdraw from the Joint Venture upon [Withdrawal Notice Period, e.g., 90 days] written notice to the other Partner.
  • Buyout: The withdrawing Partner's interest shall be bought out at [Buyout Valuation Method, e.g., Fair market value as determined by an independent appraiser licensed in Oregon].
• Option B: A Partner may not withdraw from the Joint Venture without the other Partner's written consent. Any assignment of this agreement without the consent of the other partner will be deemed null and void.

11. Liability and Indemnification

Each Partner shall be liable for the debts and obligations of the Joint Venture as provided by Oregon law.

• Option A: Each Partner shall indemnify and hold harmless the other Partner from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Joint Venture's business.
• Option B: Partner A shall only be responsible for their own liability, and indemnifies the other party to the extent of the damages they cause with their own actions or omissions.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:

• Option A: Mediation in [City, Oregon], followed by binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: Litigation in the state courts of Oregon, located in [County Name] County.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

13. Reporting and Inspection Rights

Each Partner shall have the right to inspect the books and records of the Joint Venture. Regular meetings shall be held [Meeting Schedule, e.g., Monthly].

14. Authority

No Partner shall have the authority to bind the Joint Venture to any debt or obligation exceeding [Dollar Amount] without the prior written consent of the other Partner.

15. Dissolution

This Joint Venture may be dissolved:

• Upon the expiration of the Term.
• Upon the written agreement of both Partners.
• Upon the occurrence of [Dissolution Event, e.g., Bankruptcy of either Partner].

Upon dissolution, the assets of the Joint Venture shall be liquidated, debts shall be paid, and the remaining proceeds shall be distributed to the Partners in proportion to their ownership interests. All required Oregon notifications shall be made.

16. Compliance with Oregon Laws

The Joint Venture shall comply with all applicable Oregon laws and regulations, including but not limited to those governing employment, environmental standards, and consumer protection.

17. Intellectual Property

Ownership of intellectual property developed during the Joint Venture shall be: [Ownership Allocation, e.g., Jointly owned by the Partners].

18. General Provisions

• 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 Partners with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Amendments: This Agreement may be amended only by a written instrument signed by both Partners.
• Notices: All notices hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
• Governing Law and Forum: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. The state courts of Oregon, located in [County Name] County, shall have exclusive jurisdiction over any disputes arising under this Agreement.
• Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors and permitted assigns.

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

[Party 1 Full Legal Name]

By: [Party 1 Authorized Signature]

Name: [Party 1 Printed Name]

Title: [Party 1 Title]

[Party 2 Full Legal Name]

By: [Party 2 Authorized Signature]

Name: [Party 2 Printed Name]

Title: [Party 2 Title]