South Carolina joint venture agreement template

South Carolina Joint Venture Agreement

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

• [Party One Full Legal Name], residing at [Party One Address], and if an entity, organized under the laws of [State of Incorporation], and having a principal place of business at [Party One Business Address] ([Party One Type, e.g., Individual, Corporation]), hereinafter referred to as “Party One”;
• [Party Two Full Legal Name], residing at [Party Two Address], and if an entity, organized under the laws of [State of Incorporation], and having a principal place of business at [Party Two Business Address] ([Party Two Type, e.g., Individual, Corporation]), hereinafter referred to as “Party Two”.

1. Purpose and Scope

• Option A: The purpose of this Joint Venture is to [Describe Business Purpose and Scope of Activities]. The initial project or objectives of the Joint Venture are [List Initial Project/Objectives].
• Option B: This Joint Venture shall engage in [Specific Business Activity] within the geographic area of [South Carolina County/Region]. The principal place of business shall be located at [Address in South Carolina].

2. Formation and Structure

• Option A: General Partnership. This Joint Venture shall be a general partnership governed by the South Carolina Uniform Partnership Act of 1996. The parties intend to file a fictitious name registration with the South Carolina Secretary of State, if applicable, under the name [Proposed Joint Venture Name].
• Option B: Limited Partnership. This Joint Venture shall be a limited partnership governed by the Revised Uniform Limited Partnership Act, and the parties shall file a Certificate of Limited Partnership with the South Carolina Secretary of State.
• Option C: Other Association. This Joint Venture is a [Describe Specific Structure, e.g., contractual joint venture] and is not intended to create a separate legal entity.

3. Term and Termination

• Option A: The term of this Agreement shall commence on [Start Date] and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
• Option B: The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].
• Review Milestones: The parties shall review the progress and performance of the Joint Venture on [Date(s) or Frequency].
• Early Termination: This Agreement may be terminated earlier by mutual written agreement of the parties or as otherwise provided in Section [Relevant Section Number].

4. Capital Contributions

• Party One shall contribute [Description of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount] to the Joint Venture. The contribution shall be made by [Date].
• Party Two shall contribute [Description of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount] to the Joint Venture. The contribution shall be made by [Date].
• Valuation Method: The value of non-cash contributions shall be determined by [Method of Valuation, e.g., Independent Appraisal].
• Additional Funding: If additional funding is required, it shall be contributed by the parties in proportion to their respective ownership interests, unless otherwise agreed in writing.
• Default in Funding: Failure to make required capital contributions shall result in [Consequences of Default, e.g., Dilution of Ownership].

5. Ownership, Profit, and Loss Allocation

• Party One shall have a [Percentage]% ownership interest in the Joint Venture.
• Party Two shall have a [Percentage]% ownership interest in the Joint Venture.
• Profits and losses shall be allocated between the parties in proportion to their respective ownership interests.
• Draw Timing: Distributions of profits, if any, shall be made [Frequency, e.g., quarterly, annually].
• Re-investment Requirements: [Specify any requirements for re-investment of profits].

6. Tax Matters

• The Joint Venture shall file partnership tax returns as required by the IRS and the South Carolina Department of Revenue.
• [Name of Partner] shall be the Tax Matters Partner for the Joint Venture.
• K-1s shall be issued to each partner in accordance with applicable tax laws. Each party is responsible for payment of state income tax as required by South Carolina law.

7. Management and Control

• Option A: The management and control of the Joint Venture shall be vested in a Management Committee consisting of [Number] representatives from each party.
• Option B: Party One shall be responsible for the day-to-day management of the Joint Venture. Party Two shall have the right to consult on major business decisions.
• Voting Rights: Each party shall have voting rights proportionate to their ownership interest.
• Partner Meetings: Partner meetings shall be held [Frequency, e.g., monthly, quarterly].
• Quorum Requirements: A quorum for any meeting shall consist of [Percentage or Number] of the partners.
• Supermajority Requirements: Major business decisions, such as [List examples of major decisions], shall require the approval of a [Percentage]% supermajority.

8. Business Opportunities, Non-Compete and Confidentiality

• Exclusive Opportunities: Opportunities directly related to the Joint Venture's purpose are exclusive to the Joint Venture, with opportunity to participate decided per percentage of ownership.
• Non-Exclusive Opportunities: Opportunities outside the defined purpose are not restricted.
• Non-Compete: During the term of this Agreement and for a period of [Number] years thereafter, each party shall not, directly or indirectly, engage in any business that competes with the business of the Joint Venture within [Geographic Area in South Carolina].
• Confidentiality: All confidential information relating to the Joint Venture shall be held in strict confidence by each party.

9. Liability and Indemnification

• Each partner shall be liable for the debts and obligations of the Joint Venture to the extent provided by South Carolina law.
• Indemnification: 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 [Specify scope of indemnification].
• Insurance: The Joint Venture shall maintain insurance coverage in the amounts and types specified in Section [Relevant Section Number].

10. Admission and Transfer of Interest

• No partner may transfer, assign, or encumber their interest in the Joint Venture without the prior written consent of the other partner.
• Rights of First Refusal: If a partner desires to transfer their interest, the other partner shall have a right of first refusal to purchase the interest.
• Buyout Formula: In the event of [Event Trigger, e.g., disability, breach, insolvency], the other partner shall have the right to buy out the interest of the affected partner at a price determined by [Method of Valuation, e.g., appraisal, agreed-upon formula].

11. Withdrawal, Expulsion, or Retirement

• A partner may withdraw from the Joint Venture by providing [Number] days' written notice to the other partner.
• Expulsion: A partner may be expelled from the Joint Venture for [Reasons for Expulsion].
• Upon withdrawal, expulsion, or retirement, the departing partner shall be entitled to receive [Terms of Payment for Departing Partner's Interest].

12. Books and Records

• The Joint Venture shall maintain accurate and complete books and records in accordance with South Carolina law.
• Each partner shall have the right to inspect the books and records of the Joint Venture at any reasonable time.
• Accounting and Reporting: The Joint Venture shall provide regular financial reports to the partners.

13. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, South Carolina].
• Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in [City, South Carolina], in accordance with the rules of the American Arbitration Association.

14. Dissolution and Winding Up

• The Joint Venture shall dissolve upon the occurrence of any of the following events: [Events Triggering Dissolution].
• Upon dissolution, the assets of the Joint Venture shall be distributed in the following order: [Order of Distribution, in accordance with South Carolina law].

15. Regulatory Compliance

• The Joint Venture shall comply with all applicable federal, state, and local laws, rules, and regulations, including [List Specific Regulations relevant to the industry, e.g., environmental regulations, construction licensing requirements].

16. Insurance

• The Joint Venture shall maintain the following insurance coverage:
• Commercial General Liability Insurance: [Minimum Coverage Amount].
• Workers' Compensation Insurance: As required by South Carolina law.
• [Other types of insurance as needed].

17. Notices

All notices required or permitted 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 email to the addresses set forth in the introduction of this Agreement.

18. Amendments

This Agreement may be amended only by a written instrument signed by all parties. Any amendments must be filed with the South Carolina Secretary of State, as necessary, to maintain business registration.

19. Representations and Warranties

• Each party represents and warrants that they have the full power and authority to enter into this Agreement and to perform their obligations hereunder.
• If an entity, each party represents and warrants that it is duly formed and in good standing under the laws of [State of Formation].

20. Binding Effect

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

21. Severability

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

22. Waiver

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.

23. 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.

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 South Carolina Joint Venture Agreement as of the date first written above.

[Party One Full Legal Name/Entity Name]

By: [Authorized Representative Name]

Title: [Title]

[Party Two Full Legal Name/Entity Name]

By: [Authorized Representative Name]

Title: [Title]