Utah joint venture agreement template

Utah Joint Venture Agreement

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

• [Joint Venturer 1 Name], residing at [Joint Venturer 1 Address], a [Joint Venturer 1 Entity Type, e.g., Individual, Partnership, LLC, Corporation] ("[Joint Venturer 1 Short Name]"); and
• [Joint Venturer 2 Name], residing at [Joint Venturer 2 Address], a [Joint Venturer 2 Entity Type, e.g., Individual, Partnership, LLC, Corporation] ("[Joint Venturer 2 Short Name]").

1. Purpose

• The parties agree to form a joint venture (the “Joint Venture”) under the laws of the State of Utah for the specific purpose of:
  • Option A: [Description of Business Purpose, e.g., developing and marketing a specific software application in Utah]. This includes all activities reasonably related or incidental thereto and required permits and licenses in Utah.
  • Option B: [Alternative Description of Business Purpose, e.g., acquiring, developing, and operating real estate in Utah County, Utah].
  • The principal place of business of the Joint Venture shall be located at [Address in Utah].

2. Contributions

• Each party shall contribute to the Joint Venture as follows:
  • [Joint Venturer 1 Short Name] shall contribute:
    • Option A: [Description of Contribution 1, e.g., Cash] in the amount of [Dollar Amount], to be contributed on or before [Date].
    • Option B: [Description of Contribution 2, e.g., Property], described as [Description of Property], with a fair market value of [Dollar Amount], as determined by [Valuation Method]. Transfer of title to occur on or before [Date].
    • Option C: [Description of Contribution 3, e.g., Services], specifically [Description of Services], valued at [Dollar Amount], to be provided according to the following schedule: [Service Schedule].
    • Option D: [Description of Contribution 4, e.g., Intellectual Property], specifically [Description of Intellectual Property], valued at [Dollar Amount], as determined by [Valuation Method].
  • [Joint Venturer 2 Short Name] shall contribute:
    • Option A: [Description of Contribution 1, e.g., Cash] in the amount of [Dollar Amount], to be contributed on or before [Date].
    • Option B: [Description of Contribution 2, e.g., Property], described as [Description of Property], with a fair market value of [Dollar Amount], as determined by [Valuation Method]. Transfer of title to occur on or before [Date].
    • Option C: [Description of Contribution 3, e.g., Services], specifically [Description of Services], valued at [Dollar Amount], to be provided according to the following schedule: [Service Schedule].
    • Option D: [Description of Contribution 4, e.g., Intellectual Property], specifically [Description of Intellectual Property], valued at [Dollar Amount], as determined by [Valuation Method].

3. Term

• The term of this Joint Venture shall commence as of the Effective Date and shall continue for a period of [Number] years, unless sooner terminated as provided herein.
  • Option A: The term may be extended by the unanimous written agreement of the parties.
  • Option B: The term shall automatically renew for successive [Number] year periods unless either party provides written notice of termination at least [Number] days prior to the expiration of the then-current term.
  • Option C: The joint venture terminates upon the completion of [Specific Milestone].

4. Management

• The management of the Joint Venture shall be vested in a Management Committee (the “Committee”) consisting of [Number] representatives from each party.
  • Option A: Each party shall appoint [Number] representative(s) to the Committee. [Joint Venturer 1 Short Name] designates [Name] and [Name] and [Joint Venturer 2 Short Name] designates [Name] and [Name].
  • Option B: The Managing Partner/Manager shall be [Name], who shall have the authority to [Description of Authority].
• Decisions of the Committee shall require a [Percentage]% vote of the representatives.
  • Option A: Certain major actions, including but not limited to, contracts exceeding [Dollar Amount], borrowing funds, acquiring or disposing of real estate, changing the business plan, dissolution, or commencing litigation, shall require the unanimous consent of all parties.
  • Option B: Quorum for Committee meetings shall consist of at least one representative from each party.

5. Rights and Duties of Partners

• Each partner shall have the following rights and duties:
  • To participate in the day-to-day operations of the Joint Venture, as reasonably required.
  • To have access to the books and records of the Joint Venture, subject to reasonable restrictions.
  • To comply with all applicable Utah business and reporting obligations, including filing any required fictitious business name filings and obtaining any necessary state or local business licenses.
  • Maintain accurate and complete financial records in accordance with generally accepted accounting principles (GAAP).
  • Option A: Designate a representative to manage banking and financial transactions. [Name] is so designated.

6. Profits, Losses, and Distributions

• The profits and losses of the Joint Venture shall be allocated to the parties in the following percentages:
  • [Joint Venturer 1 Short Name]: [Percentage]%
  • [Joint Venturer 2 Short Name]: [Percentage]%
• Distributions shall be made to the parties in proportion to their respective percentage interests, subject to applicable Utah tax considerations.
  • Option A: Guaranteed payments to [Name] for services rendered shall be [Dollar Amount] per [Time Period].
  • Option B: The parties will cause the joint venture to prepare and file all necessary federal, state, and local partnership tax returns, including providing K-1 statements to each partner. The entity classification election will be [Entity Classification]. The partnership will register with the Utah State Tax Commission and handle all applicable withholding, sales, and employment taxes.

7. Capital Calls

• In the event that the Joint Venture requires additional capital, the parties shall contribute such capital in proportion to their respective percentage interests.
  • Option A: If a party fails to contribute its share of a capital call, the other party may loan the defaulting party its share at an interest rate of [Percentage]% per annum.
  • Option B: Failure to contribute to a capital call will result in dilution of the defaulting partner’s interest. The formula for dilution is as follows: [Dilution Formula].

8. Admission of New Partners

• No new partner shall be admitted to the Joint Venture without the [Unanimous/Supermajority]% consent of all existing parties.
  • Option A: Any new partner shall be required to execute a counterpart to this Agreement and comply with all applicable provisions of Utah’s Uniform Partnership Act (UPA).

9. Transfer of Interests

• No party shall transfer, assign, encumber, or pledge its interest in the Joint Venture without the [Unanimous/Supermajority]% consent of the other party.
  • Option A: In the event that a party desires to transfer its interest, the other party shall have a right of first refusal to purchase such interest at a price and on terms to be determined by [Valuation Method].

10. Partner Liability

• The parties acknowledge that, as general joint venturers under Utah law, they may be jointly and severally liable for the obligations of the Joint Venture.
  • Option A: If the parties elect to form a limited liability partnership (LLP), they shall comply with Utah’s LLP statutes, including filing a Statement of Qualification with the Utah Division of Corporations.

11. 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 the indemnifying party’s breach of this Agreement or its negligence or willful misconduct.
  • Option A: The Joint Venture shall maintain appropriate insurance coverage, including liability, property, and director and officer insurance.

12. Meetings

• The parties shall hold regular meetings to discuss the affairs of the Joint Venture.
  • Option A: Meetings shall be held at least [Frequency] and notice of meetings shall be given at least [Number] days prior to the meeting date.

13. Compliance with Laws

The parties shall comply with all applicable Utah and local laws, including industry-specific statutes, permits, environmental regulations, and occupational licensing requirements.

14. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Required internal negotiation.
  • Option B: Mediation in Salt Lake City, Utah.
  • Option C: Binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.

15. Confidentiality

• Each party shall maintain the confidentiality of all information relating to the Joint Venture and its business, including trade secrets, customer lists, and financial information.
  • Option A: The parties agree to execute a separate confidentiality agreement.
  • Option B: Non-competition and non-solicitation clauses are attached as Exhibit A.

16. Dissolution

• The Joint Venture may be dissolved upon the occurrence of any of the following events:
  • Expiration of the term.
  • Mutual agreement of the parties.
  • Illegality or impossibility of performance.
  • Insolvency of the Joint Venture.
  • Judicial order.
  • Option A: Upon dissolution, a liquidator shall be appointed to wind up the affairs of the Joint Venture and distribute its assets in accordance with Utah’s partnership statutes.

17. Amendments

This Agreement may be amended only by a written instrument signed by all parties.

18. Tax Matters

• Each party shall be responsible for its own tax liabilities arising from its participation in the Joint Venture.
  • Option A: The parties shall cooperate in the preparation and filing of all necessary tax returns.

19. Succession Planning

In the event of the death, incapacity, or insolvency of an individual partner, the Joint Venture shall continue, and the deceased partner’s interest shall be transferred to his or her estate, subject to Utah’s probate procedures.

20. Disclaimer

The parties expressly disclaim any intent to form a general partnership for any business purpose outside the scope of this Joint Venture.

21. Regulatory Filings

All required regulatory filings, certificates, consents, licenses, and business registrations are attached as exhibits to this Agreement and shall be updated as needed to satisfy Utah compliance.

22. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and that this Agreement is a binding obligation enforceable against it.

23. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

24. Cyber Security, Privacy, AML

The parties will comply with Utah's cyber security, privacy, anti-money laundering, and beneficial ownership disclosure statutes if relevant to the venture's activities or structure.

25. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, and government regulations.

26. Severability

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

27. 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.

28. 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 Agreement as of the date first written above.

[Joint Venturer 1 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title, if applicable]

[Joint Venturer 2 Name]

By: [Signature]

Name: [Printed Name]

Title: [Title, if applicable]