Pennsylvania joint venture agreement template

Pennsylvania Joint Venture Agreement

This Pennsylvania Joint Venture Agreement (this “Agreement”) is made and entered into as of this [Date] day of [Month], [Year], by and among the parties listed below.

1. Parties

The parties to this Agreement are:

The parties to this Agreement are:

• [Full Legal Name], residing at [Address], an individual (hereinafter referred to as “[Party Name Abbreviation]”);
• [Full Legal Name], a [Entity Type, e.g., Pennsylvania Corporation, Pennsylvania LLC], with its principal place of business at [Address], duly organized and existing under the laws of the Commonwealth of Pennsylvania (hereinafter referred to as “[Party Name Abbreviation]”).

2. Formation of Joint Venture

The parties hereby form a joint venture partnership (the “Joint Venture”) under the laws of the Commonwealth of Pennsylvania, pursuant to the Pennsylvania Uniform Partnership Act of 2016 (15 Pa.C.S. Ch. 84).

The name of the Joint Venture shall be [Joint Venture Name].

The principal place of business of the Joint Venture shall be located at [Address].

3. Purpose and Scope

The purpose of this Joint Venture is to [Describe the specific purpose of the Joint Venture, e.g., develop and market a new software application, operate a real estate development project, etc.] within the Commonwealth of Pennsylvania.

The scope of the Joint Venture shall include the following activities:

• [Activity 1, e.g., market research and analysis]
• [Activity 2, e.g., product development and testing]
• [Activity 3, e.g., sales and marketing]
• [Activity 4, e.g., operations and customer support]

The intended geographic region for the Joint Venture’s activities is [Specify the geographic region within Pennsylvania, e.g., the Greater Philadelphia area, statewide, etc.].

The Joint Venture shall comply with all applicable Pennsylvania laws and regulations, including but not limited to [List specific Pennsylvania regulations relevant to the business, e.g., environmental regulations, licensing requirements, etc.].

4. Term

The term of this Joint Venture shall commence on the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided herein.

Options:

• Option A: The term shall be automatically extended for successive [Number] year periods unless either party gives written notice of termination at least [Number] months prior to the end of the then-current term.
• Option B: The Joint Venture shall terminate upon the completion of [Specific Event, e.g., the sale of the developed property].

5. Capital Contributions

The initial capital contributions of each party shall be as follows:

• [Party Name Abbreviation]: [Amount] in cash.
• [Party Name Abbreviation]: [Description of asset, e.g., real property located at [Address]], valued at [Amount].

Type of Contribution:

• Option A: Cash.
• Option B: Property (real, personal, or intellectual). Valuation of the property shall be determined by [Method of Valuation, e.g., independent appraisal].
• Option C: Services. The value of the services shall be [Method of Valuation, e.g., fair market value].

The deadline for making the initial capital contributions is [Date].

Future capital contributions may be required as determined by [Decision-making Authority, e.g., unanimous consent of the parties]. The procedure for requesting and making additional contributions shall be as follows: [Describe the procedure for requesting and making additional contributions].

6. Ownership and Profit/Loss Sharing

The ownership percentages and profit/loss-sharing ratios of each party shall be as follows:

• [Party Name Abbreviation]: [Percentage]%
• [Party Name Abbreviation]: [Percentage]%

Special Allocations:

• Option A: All profits and losses will be shared according to the percentages above.
• Option B: [Party Name Abbreviation] shall be entitled to a preferred distribution of [Amount] before any other distribution is made to the parties.

Distributions shall be made [Frequency, e.g., quarterly].

7. Management and Operations

The management and operation of the Joint Venture shall be the responsibility of [Managing Partner or Joint Venture Board].

The Managing Partner shall be [Name], who shall have the authority to [Describe the authorities of the Managing Partner].

The Joint Venture Board shall consist of [Number] members, with [Number] appointed by [Party Name Abbreviation] and [Number] appointed by [Party Name Abbreviation].

Day-to-day management of the Joint Venture shall be delegated to [Individual or Title].

Key decisions, including but not limited to [List key decisions, e.g., borrowing money, selling assets, etc.], shall require the approval of [Approval Threshold, e.g., unanimous consent of the parties, majority vote of the Joint Venture Board].

All decisions shall be documented in writing and maintained in the Joint Venture’s records.

8. Meetings and Records

The parties shall hold meetings [Frequency, e.g., quarterly] to discuss the affairs of the Joint Venture.

Notice of meetings shall be given at least [Number] days in advance.

Voting procedures shall be as follows: [Describe voting procedures].

The Joint Venture shall maintain accurate and complete records of all its activities, including financial records, contracts, and meeting minutes. These records shall be kept at [Location] and shall be accessible to all parties.

9. Transfer of Interests

No party shall transfer, assign, or sell its interest in the Joint Venture without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any transfer must comply with Pennsylvania Uniform Partnership Act (15 Pa.C.S. Ch. 84)

Options:

• Option A: If a party desires to transfer its interest, it shall first offer to sell its interest to the other party at a price and on terms to be negotiated in good faith.
• Option B: Any transfer or assignment in violation of this section shall be null and void.

10. Withdrawal, Death, or Bankruptcy

A party may withdraw from the Joint Venture upon [Number] days written notice to the other party.

In the event of the death, disability, or bankruptcy of a party, the remaining party shall have the option to either:

• Option A: Continue the Joint Venture with the estate or legal representative of the deceased, disabled, or bankrupt party.
• Option B: Terminate the Joint Venture.

The buyout price for a withdrawing, deceased, disabled, or bankrupt party’s interest shall be determined by [Method of Valuation, e.g., independent appraisal].

11. Liabilities and Indemnification

Each party shall be jointly and severally liable for the debts and obligations of the Joint Venture, subject to any limitations imposed by Pennsylvania law.

Each party shall indemnify and hold harmless the other party from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the indemnifying party’s breach of this Agreement or its negligence or willful misconduct in connection with the Joint Venture.

The Joint Venture shall maintain adequate insurance coverage, including liability insurance and property insurance.

12. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good-faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City], Pennsylvania, in accordance with the rules of the American Arbitration Association.
• If mediation fails, the parties shall submit the dispute to binding arbitration in [City], Pennsylvania, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

The prevailing party in any arbitration or legal proceeding shall be entitled to recover its reasonable attorneys’ fees and costs.

Any action for injunctive relief shall be brought in the state or federal courts located in [County], Pennsylvania.

13. Tax Treatment

The Joint Venture shall be treated as a partnership for federal and Pennsylvania tax purposes.

[Name] shall be the Tax Matters Partner for the Joint Venture.

All tax attributes of the Joint Venture shall be allocated to the parties in accordance with their ownership percentages.

The Tax Matters Partner shall be responsible for preparing and filing all necessary federal and Pennsylvania tax returns.

14. Accounting

The Joint Venture shall maintain its books and records in accordance with Generally Accepted Accounting Principles (GAAP).

The fiscal year of the Joint Venture shall be [Fiscal Year Start Date] to [Fiscal Year End Date].

The Joint Venture shall maintain a bank account at [Bank Name], located in Pennsylvania.

All parties shall have the right to access the Joint Venture’s books and records at any time.

15. Compliance with Laws

The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Pennsylvania licensing, environmental, and labor laws.

The parties shall be responsible for obtaining all necessary permits and licenses.

The Joint Venture shall comply with the Pennsylvania Right-to-Know Law where applicable.

16. Confidentiality and Non-Competition

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

During the term of this Agreement and for a period of [Number] years thereafter, no party shall engage in any business that is directly competitive with the business of the Joint Venture within [Geographic Area within Pennsylvania].

17. Dissolution

The Joint Venture may be dissolved upon the occurrence of any of the following events:

• Mutual agreement of the parties.
• Expiration of the term of this Agreement.
• Illegality or impossibility of performing the purpose of the Joint Venture.
• [Other Dissolution Event].

Upon dissolution, the assets of the Joint Venture shall be distributed in the following order:

• First, to creditors of the Joint Venture.
• Second, to the parties in proportion to their capital accounts.
• Third, any remaining assets shall be distributed to the parties in accordance with their profit-sharing ratios.

A final accounting shall be prepared and distributed to the parties.

18. 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.

Each party represents and warrants that its execution and performance of this Agreement will not violate any other agreement to which it is a party.

Each party represents and warrants that it is in compliance with all applicable laws and regulations.

19. Notices

All notices under this Agreement 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 in Section 1 of this Agreement.

20. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County], Pennsylvania, and the parties hereby consent to the jurisdiction of such courts.

21. 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.

22. Amendments

This Agreement may be amended only by a writing signed by all of the parties.

23. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

24. 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.

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

[Full Legal Name]

By: [Signature]

Name: [Printed Name]

[Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]