Tennessee joint venture agreement template

Tennessee Joint Venture Partnership Agreement

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

[Name of First Party], a [Legal Status of First Party, e.g., Corporation, LLC, Individual], with its principal place of business at [Business Address of First Party], hereinafter referred to as "Co-Venturer A." Contact details: [Phone Number of First Party], [Email Address of First Party].

[Name of Second Party], a [Legal Status of Second Party, e.g., Corporation, LLC, Individual], with its principal place of business at [Business Address of Second Party], hereinafter referred to as "Co-Venturer B." Contact details: [Phone Number of Second Party], [Email Address of Second Party].

Recitals

WHEREAS, Co-Venturer A and Co-Venturer B desire to form a joint venture for the purpose of [Brief Description of Joint Venture Purpose] in the State of Tennessee; and

WHEREAS, the parties believe it is in their mutual best interests to enter into this Agreement to govern their relationship and the operation of the Joint Venture;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Formation and Name

The parties hereby form a joint venture (the “Joint Venture”) under the laws of the State of Tennessee.

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

Option A: The parties may, by unanimous consent, change the name of the Joint Venture at any time.

Option B: The parties agree that any change to the Joint Venture name will require a [Percentage]% vote.

2. Purpose and Scope

The purpose of the Joint Venture is to [Detailed Description of the Joint Venture’s Specific Business Purpose, Scope, Industry, Project, or Transaction Focus. Include any Limitations], and shall include, but not be limited to, [List Specific Activities].

The Joint Venture shall operate within the industry of [Industry Name].

Option A: The Joint Venture will only conduct business within the State of Tennessee.

Option B: The Joint Venture may conduct business outside of Tennessee with unanimous consent of the parties.

Option C: The Joint Venture may conduct business outside of Tennessee with a [Percentage]% vote of the parties.

3. Principal Place of Business

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

Option A: The Joint Venture may establish additional locations within Tennessee with a majority vote of the parties.

Option B: The Joint Venture may only establish additional locations with the unanimous written consent of both parties.

4. Term

The term of this Joint Venture shall commence on the Effective Date and shall continue:

Option A: For a fixed term of [Number] years, expiring on [Date of Expiration].

Option B: Until the completion of the project described in Section 2, "Purpose and Scope".

Option C: Indefinitely, unless terminated as provided in this Agreement.

5. Capital Contributions and Ownership

Co-Venturer A shall contribute [Amount] in cash or [Description of Property or Services], valued at [Dollar Value].

Co-Venturer B shall contribute [Amount] in cash or [Description of Property or Services], valued at [Dollar Value].

The percentage ownership of each Co-Venturer shall be as follows:

Co-Venturer A: [Percentage]%

Co-Venturer B: [Percentage]%

Additional Capital Contributions:

Option A: No additional capital contributions shall be required.

Option B: Additional capital contributions may be required by a [Percentage]% vote of the parties, pro rata according to their ownership percentages.

Capital Account Register: A capital account register will be maintained to track all contributions.

6. Management

The management of the Joint Venture shall be vested in a:

Option A: Managing Partner: [Name of Managing Partner]

Option B: Management Committee, consisting of [Number] members, with [Number] appointed by Co-Venturer A and [Number] appointed by Co-Venturer B.

Option C: Outside Manager: [Name and Contact Information of Outside Manager]

Decision-Making:

Option A: Decisions shall be made by unanimous consent of the parties.

Option B: Decisions shall be made by a majority vote of the managing partner/committee.

Option C: Decisions shall be made by supermajority vote ([Percentage]%) for the following actions: [List Actions Requiring Supermajority].

Tie-Breaking Procedures: In the event of a tie vote, [Describe Tie-Breaking Procedure].

Authority: No individual Co-Venturer shall have the authority to bind the Joint Venture except as expressly delegated by the managing partner/committee, unless compliant with T.C.A. § 61-1-401 et seq.

7. Meetings

Partner meetings shall be held [Frequency of Meetings].

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

Quorum: A quorum shall consist of [Number/Percentage]% of the parties.

Types of business requiring meetings: [List Types of Business, e.g., Budget Approval, Strategic Planning]. Meetings can be held physically or virtually.

Resolutions: Resolutions shall be documented and archived.

8. Operations and Financial Matters

Bank Accounts: The Joint Venture shall maintain bank accounts at [Name of Bank].

Financial Controls: [Describe Financial Controls].

Expense Reimbursement: [Describe Expense Reimbursement Policy].

Signatures: Signatures on behalf of the Joint Venture shall require [Number] signature(s) of [Designated Individuals/Positions].

9. Allocation of Profits, Losses, and Tax Items

Profits and losses shall be allocated as follows:

Co-Venturer A: [Percentage]%

Co-Venturer B: [Percentage]%

Distributions shall be made [Frequency of Distributions].

Tax withholding obligations will be fulfilled as required by law.

The "Partnership Representative" for federal purposes is [Name and Contact Information].

The "Tax Matters Partner" for Tennessee purposes is [Name and Contact Information].

Filing responsibilities: [Describe Filing Responsibilities].

Partner K-1 delivery deadline: [Date].

Treatment of Tennessee franchise/excise taxes: [Describe Treatment].

10. Duties and Responsibilities of Partners

Co-Venturer A shall be responsible for [List Specific Duties].

Co-Venturer B shall be responsible for [List Specific Duties].

Time dedicated to the business: [Specify Time Commitment].

Reporting standards: [Describe Reporting Standards].

Adherence to Tennessee professional licensing or industry regulations, if applicable: [Specify Regulations].

11. Admission and Withdrawal of Partners

Eligibility for new partners: [Describe Eligibility Requirements].

Admission of new partners requires a [Percentage]% vote of the existing partners.

Withdrawal of a partner:

Option A: Requires [Number] days' written notice.

Option B: Is subject to the buy-sell provisions outlined in Section 12.

Restrictions on transfer or assignment of partnership/joint venture interests (including right of first refusal): [Describe Restrictions].

Notification procedures following Tennessee statutory requirements: [Specify Procedures].

12. Buy-Sell Arrangements

Triggering Events: [List Triggering Events, e.g., Death, Disability, Bankruptcy, Divorce, Deadlock].

Valuation Formula: [Describe Valuation Formula, e.g., Market Appraiser, Agreed-Upon Multiple, Book Value].

Buyout Funding Methods: [Describe Buyout Funding Methods].

13. Liability and Indemnification

Partners’ personal liability for partnership debts: [Specify Liability – Several, Joint, or Joint and Several].

Indemnification provisions for harm arising from a partner’s misconduct or breach: [Describe Indemnification Provisions].

Applicability of Tennessee’s Uniform Partnership Act (T.C.A. § 61-1-101 et seq.): This agreement is governed by the terms of Tennessee’s Uniform Partnership Act (T.C.A. § 61-1-101 et seq.) except as explicitly varied by the terms herein.

14. Insurance

The Joint Venture shall maintain the following insurance coverage:

General liability insurance: [Amount]

Professional liability insurance (if applicable): [Amount]

Workers' compensation insurance: As required by Tennessee law.

Indemnity provisions specific to the risks assumed by each party: [Describe Indemnity Provisions].

15. Non-Competition and Confidentiality

Non-competition covenants: [Describe Non-Competition Covenants, as allowed by Tennessee law].

Permissible work outside the venture: [Describe Permissible Work].

Conflict of interest restrictions: [Describe Restrictions].

Required disclosures: [Describe Disclosures].

Confidentiality obligations: [Describe Confidentiality Obligations, including duration after termination].

16. Accounting

Fiscal year: [Specify Fiscal Year].

Method of accounting: [Cash or Accrual].

Timing of financial statements: [Specify Timing].

Access rights for partners to inspect venture books in Tennessee: [Describe Access Rights].

17. Dispute Resolution

Required effort at good-faith negotiation: The parties agree to attempt to resolve any disputes through good-faith negotiation before resorting to other methods.

Mediation: If negotiation fails, the parties agree to attempt mediation in [City, Tennessee].

Arbitration venue: If mediation fails, the parties agree to binding arbitration in [City, Tennessee].

Waiver of class actions: The parties waive any right to participate in a class action against the other party.

Jurisdiction: Tennessee courts shall have jurisdiction over any disputes arising out of this Agreement, even for partners not resident in-state.

18. Dissolution and Winding Up

Triggering Events: [List Triggering Events, e.g., Completion of Venture, Mutual Consent, Deadlock, Illegality, Bankruptcy].

Tennessee-specific winding-up procedures: [Describe Procedures, e.g., Designation of Liquidator, Creditor Notice].

Order of priority for asset distributions: [Describe Order of Priority].

Preparation and filing of final tax and legal reports with Tennessee agencies: [Specify Reporting Requirements].

19. Intellectual Property

Ownership of intellectual property: [Describe Ownership].

Use rights on termination: [Describe Use Rights].

IP registration/maintenance requirements as relevant to Tennessee-based assets: [Describe Requirements].

20. Regulatory Compliance

Compliance with Tennessee-specific regulatory licensing, bonding, or permitting rules as a condition precedent, if the venture is in a regulated industry (healthcare, construction, banking, etc.): [Specify Regulations].

21. Amendments

Methods for proposal: [Describe Proposal Methods].

Voting threshold: [Percentage]%.

Notice periods: [Number] days.

Requirement for signed, written document per Tennessee contract law: All amendments must be in writing and signed by both parties to be valid under Tennessee contract law.

22. Representations and Warranties

Each partner represents and warrants:

Authority to enter into this Agreement.

Compliance with all applicable laws and regulations.

No conflicts of interest.

Due organization.

Where industry applies, relevant licenses under Tennessee law.

23. Entire Agreement, Severability, and Notices

This Agreement constitutes the entire understanding and supersedes prior agreements.

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

Counterparty execution: This agreement may be executed in counterparts.

Electronic signatures: Electronic signatures are allowed under Tennessee law.

Notices: All notices shall be in writing and delivered to the addresses listed in Section 1.

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.

24. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. If any federal law preempts, such as for trademark use or interstate commerce, it should be noted explicitly as an exception.

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

____________________________
[Name of First Party]
By: [Signature of Authorized Representative]
Name: [Printed Name of Authorized Representative]
Title: [Title of Authorized Representative]

____________________________
[Name of Second Party]
By: [Signature of Authorized Representative]
Name: [Printed Name of Authorized Representative]
Title: [Title of Authorized Representative]