Rhode Island joint venture agreement template

Rhode Island Joint Venture Partnership Agreement

This Rhode Island Joint Venture Partnership Agreement (the “Agreement”) is made and entered into as of [Date of Signing], by and between:

• [Name of Partner 1, e.g., Company A], a [State of Incorporation] [Entity Type, e.g., corporation] with its principal place of business at [Address of Partner 1] (“Partner 1”); and
• [Name of Partner 2, e.g., John Doe], residing at [Address of Partner 2] (acting in their individual capacity/representing [Entity Name], a [State of Incorporation] [Entity Type, e.g., LLC] with its principal place of business at [Address of Partner 2's Entity]) (“Partner 2”).

1. Formation and Type of Joint Venture

This Agreement shall be effective as of [Effective Date]. The parties hereby form a joint venture partnership under the laws of the State of Rhode Island, specifically pursuant to:

• Option A: The Rhode Island Uniform Partnership Act, R.I. Gen. Laws Title 7, Chapter 12.
• Option B: The Rhode Island Uniform Limited Partnership Act, R.I. Gen. Laws Title 7, Chapter 13.
• Option C: A Limited Liability Partnership under R.I. Gen. Laws Title 7, Chapter 12.

The joint venture shall be known as [Joint Venture Name] (the “Joint Venture”).

2. Purpose of the Joint Venture

The purpose of the Joint Venture is:

• Option A: To [Specific Business Objective 1, e.g., develop and market software], within the [Industry Sector, e.g., technology] industry.
• Option B: To [Specific Business Objective 2, e.g., provide consulting services], within the [Industry Sector, e.g., management consulting] industry.
• The Joint Venture will operate within the geographical scope of [Geographical Scope, e.g., the State of Rhode Island].
• The Joint Venture shall obtain any required licenses or registrations under Rhode Island law, including but not limited to [List of Required Licenses/Registrations].

3. Principal Place of Business and Registered Agent

The principal place of business of the Joint Venture in Rhode Island shall be located at [Address of Principal Place of Business].

• Option A: The Joint Venture shall designate a registered agent as required by Rhode Island law: [Registered Agent Name] at [Registered Agent Address].
• Option B: The Joint Venture will not designate a registered agent.

The Joint Venture shall comply with all applicable Rhode Island business registration, foreign entity qualification, and permit requirements.

4. Capital Contributions

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

• Partner 1 shall contribute:
  • Option A: [Dollar Amount] in cash, to be contributed on or before [Date].
  • Option B: [Description of Property], with an agreed-upon value of [Dollar Amount], to be transferred on or before [Date].
  • Option C: [Description of Services], valued at [Dollar Amount], to be performed by [Date].
  • Option D: [Description of Intellectual Property], with an agreed-upon value of [Dollar Amount], to be transferred on or before [Date].
• Partner 2 shall contribute:
  • Option A: [Dollar Amount] in cash, to be contributed on or before [Date].
  • Option B: [Description of Property], with an agreed-upon value of [Dollar Amount], to be transferred on or before [Date].
  • Option C: [Description of Services], valued at [Dollar Amount], to be performed by [Date].
  • Option D: [Description of Intellectual Property], with an agreed-upon value of [Dollar Amount], to be transferred on or before [Date].

Additional capital calls shall be made as follows: [Procedure for Additional Capital Calls, Including Funding Obligations and Consequences of Default].

5. Ownership, Profits, and Losses

The ownership percentages in the Joint Venture shall be:

• Partner 1: [Percentage]%
• Partner 2: [Percentage]%

Profits and losses shall be shared:

• Option A: In proportion to the ownership percentages.
• Option B: According to the following formula: [Specific Formula for Profit and Loss Allocation].

The method for recalculating ownership interests upon additional capital contributions shall be: [Method for Recalculating Ownership Interests]. The allocation of tax items (income, gain, loss, deductions, and credits) will comply with IRC and Rhode Island state tax law.

6. Management and Voting

Each Partner’s voting rights and management authority shall be:

• Option A: Each Partner shall have one vote.
• Option B: Voting shall be proportionate to ownership percentages.

Decision-making processes for routine matters shall be [Description of Routine Decision-Making]. Decision-making processes for extraordinary matters shall be [Description of Extraordinary Decision-Making, e.g., requiring unanimous consent].

• Option A: [Name of Managing Partner or Committee] shall be the Managing Partner/Committee with the following authority: [Specific Authority Limits].
• Option B: There will be no Managing Partner or Committee.

Reserved matters requiring unanimous or supermajority consent: [List of Reserved Matters].

7. Division of Labor

The division of labor in business operations shall be as follows:

• Partner 1 shall be responsible for: [Specific Responsibilities of Partner 1].
• Partner 2 shall be responsible for: [Specific Responsibilities of Partner 2].

Appointment and removal of officers shall be governed by [Procedure for Appointment and Removal of Officers]. The Joint Venture will comply with all industry-specific Rhode Island regulations.

8. Partner Meetings

Partner meetings shall be held:

• Option A: [Frequency, e.g., quarterly].
• Option B: As needed, with [Number] days’ written notice.

Emergency meetings may be convened as follows: [Procedure for Emergency Meetings]. Records of all meetings shall be maintained in accordance with Rhode Island law. All records will be stored in Rhode Island or electronically communicated to Rhode Island standards.

9. Regulatory Compliance

The Joint Venture shall comply with all applicable Rhode Island laws and regulations, including but not limited to:

• Regulations of the Rhode Island Secretary of State.
• Regulations of the Rhode Island Division of Taxation.
• Regulations of the Rhode Island Department of Business Regulation.
• All relevant state and local laws, permits, environmental regulations, and industry-specific codes and standards.

10. Tax Matters

The Joint Venture shall be classified as a partnership for federal and Rhode Island tax purposes.

• The Tax Matters Partner/Partnership Representative shall be: [Name of Tax Matters Partner/Representative].
• All tax items will be allocated in compliance with IRC and Rhode Island state tax law.
• The Joint Venture will file all required federal and Rhode Island tax returns, including K-1s.
• The Joint Venture will handle state-level withholding as required.

11. Banking Arrangements

The Joint Venture shall maintain its bank accounts at a financial institution located in Rhode Island: [Name of Rhode Island Financial Institution].

• Authorized signatories for the accounts shall be: [List of Authorized Signatories].
• Cash management and reserve policies shall be governed in accordance with Rhode Island statutes.

12. Admission and Transfer of Interests

The admission of new partners shall be governed by [Procedure for Admission of New Partners]. Assignment or transfer of partnership interests shall be subject to the following restrictions under Rhode Island law: [Specific Restrictions on Transfer, e.g., right of first refusal].

• Buy-sell arrangements shall be triggered by: [Triggering Events, e.g., death, disability].
• The procedure for valuing and transferring interests shall be: [Procedure for Valuation and Transfer].

13. Liability and Indemnification

Limitations on Partner and Joint Venture liability: [Specific Limitations on Liability].

• Option A: The Joint Venture shall maintain D&O insurance.
• Option B: The Joint Venture will not maintain D&O insurance.

Indemnification shall be as follows: [Specific Indemnification Provisions, including limits].

14. Confidentiality and Intellectual Property

Confidentiality obligations: [Specific Confidentiality Provisions].

• Intellectual property developed by the Joint Venture shall be owned as follows: [Ownership of Intellectual Property].
• Non-competition and non-solicitation obligations: [Specific Non-Competition and Non-Solicitation Provisions, tailored for Rhode Island enforceability].

15. Binding Authority

The binding authority of Partners and agents to enter into transactions on behalf of the Joint Venture shall be limited as follows: [Limitations on Binding Authority]. Partner consent is required for [List of Major Actions Requiring Consent, e.g., incurring debt]. Signature/approval authority will comply with statutory requirements.

16. Audit and Review

The Joint Venture shall engage a Rhode Island-certified accounting professional to conduct audits and reviews as follows: [Procedure for Audits and Reviews]. Each Partner shall have access to the books and records of the Joint Venture, subject to Rhode Island statutory record-keeping mandates.

17. Dispute Resolution

Any disputes arising under this Agreement shall be resolved as follows:

• Option A: Mandatory internal negotiation.
• Option B: Mediation in Rhode Island.
• Option C: Arbitration in Rhode Island.

The venue for any arbitration or litigation shall be [Venue, e.g., Providence, Rhode Island]. The choice of law shall be the law of the State of Rhode Island.

18. Amendment

This Agreement may be amended by: [Procedure for Amendment, e.g., written consent of all Partners]. Notice and consent shall be provided using Rhode Island standards for electronic or written communication.

19. Dissolution

The Joint Venture may be dissolved:

• Option A: Voluntarily, by agreement of the Partners.
• Option B: Involuntarily, upon the occurrence of [Specific Triggering Events, e.g., bankruptcy].

Upon dissolution, the assets of the Joint Venture shall be distributed as follows: [Procedure for Distribution of Assets, Prioritization of Creditors]. The Joint Venture will comply with all Rhode Island requirements for winding up, including notice to state and local agencies. The Joint Venture will make all necessary tax filings with the Rhode Island Division of Taxation. Business registrations and licenses will be transferred or cancelled according to Rhode Island law.

20. Intellectual Property upon Dissolution

Upon dissolution or departure of a Partner, intellectual property rights shall be handled as follows, in accordance with Rhode Island’s Uniform Trade Secrets Act: [Assignment or Retention of Intellectual Property Rights].

21. Insurance

The Joint Venture shall maintain the following insurance coverage, meeting Rhode Island’s minimum standards:

• [Type of Insurance, e.g., General Liability]: [Coverage Amount]
• [Type of Insurance, e.g., Worker’s Compensation]: As required by Rhode Island law.

22. Conflicts of Interest

Partners shall disclose any potential conflicts of interest. Procedures to address and remedy conflicts of interest under Rhode Island law: [Procedure for Addressing Conflicts of Interest].

23. Power of Attorney

• Option A: [Name of Appointed Person] is appointed as power of attorney for the Joint Venture for filing and regulatory liaison in Rhode Island.
• Option B: No power of attorney shall be appointed.

24. Regulatory and Industry-Specific Considerations

This Joint Venture is subject to the following Rhode Island regulatory and industry-specific considerations: [List of Applicable Regulations]. The Joint Venture will have provisions for evolving regulatory compliance.

25. Employment Matters

If the Joint Venture will hire employees in Rhode Island, it shall comply with all employment-related requirements, including: [Payroll, Taxes, Insurance, Labor Standards, Anti-Discrimination Policies]. Procedures relating to independent contractors will comply with state statutes.

26. Miscellaneous

• Non-waiver: [Standard Non-Waiver Clause].
• Severability: [Standard Severability Clause].
• Integration: [Standard Integration Clause].
• Force Majeure: [Standard Force Majeure Clause, tailored to Rhode Island jurisprudence].

27. Intention and Partnership Status

It is the intention of the parties to create a joint venture partnership and not another business structure. The implications of partnership status, including joint and several liability among general partners under Rhode Island law are acknowledged.

28. Status of the Joint Venture Entity

The Joint Venture is an unincorporated entity for Rhode Island registration.

• Option A: The parties will form a distinct legal entity. [Specify Entity Type and Details].
• Option B: The Joint Venture will remain as an unincorporated entity.

29. Representations and Warranties

Each Partner represents and warrants: [Capacity, Authority, Ownership of Contributions, Non-Contravention of Law].

30. Rhode Island-Specific Considerations (Optional)

• Option A: Minority/Women/Veteran-Owned Business Certification: [Details of Certification].
• Option B: Procurement Standards: [Details of Procurement Standards].

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

[Name of Partner 1]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Name of Partner 2]

By: [Name of Authorized Representative or Individual Partner]

Title: [Title of Authorized Representative or Individual Capacity]