Virginia joint venture agreement template

Virginia Joint Venture Agreement

THIS VIRGINIA JOINT VENTURE AGREEMENT (the “Agreement”) is made and entered into as of this [Date], by and between:

[Venturer 1 Legal Name], with a principal place of business at [Venturer 1 Address] (“Venturer 1”); and

[Venturer 2 Legal Name], with a principal place of business at [Venturer 2 Address] (“Venturer 2”).

WHEREAS, the Venturers desire to form a joint venture for the purpose of [Description of Joint Venture Purpose] in the geographic area of [Geographic Area of Operation] and industry of [Industry Focus], in compliance with applicable Virginia business regulations, licensing, and industry-specific statutory requirements.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Formation and Name

Option A: The parties hereby form a joint venture partnership under the laws of the Commonwealth of Virginia. The name of the joint venture shall be [Joint Venture Name].

Option B: The parties agree to form a limited liability company under the laws of the Commonwealth of Virginia, to be named [Joint Venture Name], for the purposes outlined in this agreement. The filing of articles will occur within [Number] days.

Option C: The parties will conduct the joint venture activities, but not form a separate entity.

The agreement will be interpreted under Virginia law as a partnership for tax purposes.

2. Purpose

The purpose of the Joint Venture is [Detailed Description of Joint Venture Purpose, Industry Focus, and Scope of Activities]. This purpose shall be interpreted consistently with all applicable Virginia statutes and regulations.

3. Principal Place of Business and Registered Agent

Option A: The principal place of business of the Joint Venture shall be located at [Address in Virginia].

Option B: The Joint Venture shall maintain a registered agent in the Commonwealth of Virginia, whose name and address is [Registered Agent Name] at [Registered Agent Address].

4. Term

Option A: The term of this Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless earlier terminated as provided herein.

Option B: The term of this Agreement shall commence on the Effective Date and shall continue until the completion of the project, defined as [Specific Project Completion Criteria].

Option C: The term of this Agreement shall be indefinite, unless terminated as provided herein.

5. Capital Contributions

Venturer 1 shall contribute [Amount] in cash and/or [Description of Property], valued at [Amount], within [Number] days of the Effective Date.

Venturer 2 shall contribute [Amount] in cash and/or [Description of Services], valued at [Amount], within [Number] days of the Effective Date.

Valuation methodology for non-cash contributions: [Description of Valuation Methodology]

6. Additional Funding

Option A: If the Joint Venture requires additional funding, the Venturers shall contribute pro rata based on their initial capital contributions.

Option B: If the Joint Venture requires additional funding, the Venturers shall contribute according to a schedule determined by [Voting Percentage] vote. Failure to contribute will result in dilution of ownership.

Option C: Additional funding will require unanimous consent and contributions in proportion to existing ownership percentages.

7. Allocation of Profits and Losses

Option A: Profits and losses shall be allocated between the Venturers in proportion to their respective capital contributions.

Option B: Profits and losses shall be allocated [Percentage] to Venturer 1 and [Percentage] to Venturer 2.

Option C: Profits and losses shall be allocated as determined by the managing partner, [Name]. This allocation must still be compliant with Virginia law.

8. Management

Option A: Management of the Joint Venture shall be vested in a management committee consisting of [Number] representatives from Venturer 1 and [Number] representatives from Venturer 2. Decisions shall require a [Voting Percentage] vote.

Option B: Venturer 1 shall be the managing venturer, with full authority to manage the day-to-day operations of the Joint Venture.

Option C: Venturer 2 shall be the managing venturer, with full authority to manage the day-to-day operations of the Joint Venture.

The Managing Venturer (if applicable) shall comply with the fiduciary duty requirements of Virginia Code § 50-73.102.

9. Meetings and Voting

Regular meetings of the management committee (if applicable) shall be held [Frequency]. Special meetings may be called by [Who Can Call Special Meeting].

Advance notice of meetings shall be [Number] days. Quorum shall be [Percentage] of the management committee.

Voting thresholds are as defined in section 8 (Management).

Written consent of [Percentage] of the Venturers shall be sufficient to take action without a meeting.

10. Transfer of Interests

Option A: No Venturer may transfer its interest in the Joint Venture without the prior written consent of the other Venturer.

Option B: A Venturer may transfer its economic interest but not its management rights without the prior written consent of the other Venturer.

Option C: Either venturer is free to transfer their interest.

11. Admission of New Venturers

Option A: The admission of any new venturer shall require the unanimous consent of the existing Venturers.

Option B: The admission of any new venturer shall require the consent of [Percentage] of the existing Venturers.

Option C: No new venturers may be admitted.

12. Withdrawal and Expulsion

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

Option B: A Venturer may be expelled from the Joint Venture for cause, defined as [Definition of Cause], upon a [Voting Percentage] vote of the other Venturer.

Option C: No withdrawal or expulsion is allowed except by unanimous consent.

13. Buy-Sell Provisions

Upon the occurrence of [Triggering Event, e.g., death, disability], the other Venturer shall have the option to purchase the withdrawing Venturer's interest at a price determined by [Valuation Method, e.g., fair market value appraisal]. Right of first refusal applies.

Valuation methodologies relevant to Virginia practice will be used.

14. Dissolution

Option A: The Joint Venture shall dissolve upon the expiration of its term.

Option B: The Joint Venture may be dissolved by the unanimous consent of the Venturers.

Option C: The Joint Venture may be dissolved by a [Percentage] vote of the Venturers.

Winding-up shall be conducted in accordance with Virginia law.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Method of Dispute Resolution, e.g., mediation, binding arbitration] in [City, Virginia], in accordance with the laws of the Commonwealth of Virginia.

16. Confidentiality

Each Venturer agrees to hold in confidence all confidential information of the other Venturer and the Joint Venture. This clause is enforceable in Virginia courts.

17. Non-Compete

During the term of this Agreement and for a period of [Number] years thereafter, each Venturer agrees not to engage in any business that is directly competitive with the business of the Joint Venture within [Geographic Area].

18. Insurance

The Joint Venture shall maintain insurance policies covering [Types of Insurance, e.g., general liability, worker's compensation] in amounts sufficient to comply with Virginia statutes.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, including the Virginia Uniform Partnership Act.

20. Amendment

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

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. Representations and Warranties

Each Venturer represents and warrants that it has the authority to enter into this Agreement and that its execution and performance of this Agreement will not violate any other agreement to which it is a party or any applicable law or regulation in Virginia.

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

[Venturer 1 Legal Name]

By: [Name of Signatory]

Title: [Title of Signatory]

[Venturer 2 Legal Name]

By: [Name of Signatory]

Title: [Title of Signatory]