Washington joint venture agreement template

Washington Joint Venture Agreement

This Washington Joint Venture Agreement (the "Agreement") is made and entered into as of [Effective Date], by and among the following parties:

• [Partner 1 Name], a [Partner 1 Entity Type, e.g., corporation, LLC, individual], with its principal place of business at [Partner 1 Address] ("[Partner 1 Short Name]").
• [Partner 2 Name], a [Partner 2 Entity Type, e.g., corporation, LLC, individual], with its principal place of business at [Partner 2 Address] ("[Partner 2 Short Name]").
• [Partner 3 Name], a [Partner 3 Entity Type, e.g., corporation, LLC, individual], with its principal place of business at [Partner 3 Address] ("[Partner 3 Short Name]"). (Add additional partners as needed)

The parties listed above are collectively referred to as the "Partners."

WHEREAS, the Partners desire to form a joint venture for the purpose of [Business Purpose Summary];

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

Formation and Nature of Joint Venture

This Agreement constitutes a joint venture partnership governed by the laws of the State of Washington, specifically Title 25 of the Revised Code of Washington (RCW), and the provisions herein. It is the express intention of the Partners to create a general partnership and not any other form of business organization.

Background, Recitals, and Business Purpose

• The Partners possess expertise and resources in the field of [Industry].
• The Partners desire to combine their expertise and resources to engage in [Scope of Joint Activities].
• The specific projects to be undertaken by the Joint Venture include [Identified Projects].
• The Joint Venture will focus its activities within the territorial or market area of [Territorial/Market Focus within Washington].
• The strategic goals of the Joint Venture are [Strategic Goals].

Principal Place of Business and Licensing

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

• Option A: The Joint Venture shall register with the Washington Secretary of State and obtain all necessary business licenses and permits to operate legally in Washington, including any applicable state, municipal, or industry-specific permits.
• Option B: Each Partner shall be responsible for obtaining any necessary licenses and permits within their respective area of responsibility.

Term

The term of this Agreement shall commence on [Commencement Date] and shall continue:

• Option A: For a fixed period of [Number] years, unless sooner terminated as provided herein.
• Option B: In perpetuity, unless sooner terminated as provided herein.

The Joint Venture shall terminate upon the occurrence of any of the following events: [Termination Events].

• Option A: This agreement will automatically renew for periods of [Number] years, unless any partner notifies the other partners in writing, [Number] days prior to the end of the current term.
• Option B: This agreement may be extended for additional periods upon the written consent of all Partners.

Capital Contributions

Each Partner shall contribute the following capital to the Joint Venture:

• [Partner 1 Short Name]: [Partner 1 Contribution Description, e.g., Cash: $[Amount], Property: [Description], Intellectual Property: [Description]]; Valued at: [Partner 1 Contribution Value].
• [Partner 2 Short Name]: [Partner 2 Contribution Description, e.g., Cash: $[Amount], Services: [Description]]; Valued at: [Partner 2 Contribution Value].
• [Partner 3 Short Name]: [Partner 3 Contribution Description, e.g., Know-How: [Description]]; Valued at: [Partner 3 Contribution Value].

The contribution shall be made according to the following schedule: [Payment Schedule]. The location of contributed assets is: [Location of Contributed Assets].

• Option A: Subsequent Capital Contributions: If additional capital is required, the Partners shall contribute in proportion to their ownership percentages.
• Option B: Capital Calls: The Managing Partner(s) may make capital calls upon the Partners with [Number] days' notice.

Contribution Default: Failure to contribute capital as required shall constitute a default.

• Remedies for contribution default include: [Remedies, e.g., dilution of ownership, loan to the defaulting partner, expulsion].

Ownership and Profit/Loss Sharing

The ownership percentages and profit/loss sharing ratios of the Partners shall be as follows:

• [Partner 1 Short Name]: [Partner 1 Percentage]%
• [Partner 2 Short Name]: [Partner 2 Percentage]%
• [Partner 3 Short Name]: [Partner 3 Percentage]%

• Option A: Re-adjustment of Percentages: Ownership percentages may be re-adjusted upon additional contributions or dilution as agreed upon by the Partners.
• Option B: The ownership percentages will not be adjusted for any reason.

Management Structure

The management of the Joint Venture shall be vested in:

• Option A: A Managing Partner: [Managing Partner Name], who shall have the authority to [Managing Partner Authority].
• Option B: A Management Committee: Consisting of [Number] representatives from each Partner.

Key Officers: The Joint Venture shall appoint the following key officers: [List of Officers and Duties].

Voting Rights: Each Partner shall have [Voting Rights, e.g., one vote, weighted voting based on ownership percentage].

Authorities and Limitations: The authority of the Managing Partner(s)/Management Committee is limited to [Limitations on Authority].

Supermajority/Unanimous Approval: The following decisions require supermajority/unanimous approval: [List of Decisions Requiring Supermajority/Unanimous Approval].

Signature Authority: The following individuals shall have signature authority to bind the Joint Venture: [List of Individuals with Signature Authority].

Decision-Making Processes

Partner meetings shall be held [Frequency of Meetings].

• Notice of meetings shall be provided [Number] days in advance.

Quorum: A quorum shall consist of [Quorum Requirement].

Voting Procedures: Decisions shall be made by [Voting Procedure, e.g., majority vote, unanimous consent].

Documentation: All decisions shall be documented in meeting minutes.

Confidentiality: All Partners shall maintain the confidentiality of information discussed at meetings.

Fiduciary Duties and Standards of Conduct

Each Partner shall owe the other Partners a fiduciary duty of loyalty, care, and good faith as required under Washington law.

• Non-Competition: Partners shall not engage in activities that directly compete with the Joint Venture within [Geographic Area] for a period of [Number] years.
• Conflict of Interest: Partners shall disclose any potential conflicts of interest to the other Partners.
  • Option A: Partners can waive potential conflicts of interest by the unanimous consent of all the other Partners.
  • Option B: Potential conflicts of interest will be resolved through a third party arbitrator in Washington.

Books and Records

The Joint Venture shall maintain complete and accurate books and records in accordance with generally accepted accounting principles (GAAP). These records shall be maintained at [Location of Books and Records] and made available for inspection by the Partners.

• Option A: The books and records will be independently audited annually.
• Option B: An independent audit is not required unless demanded by a Partner.

Profit and Loss Allocation and Distributions

Profits and losses shall be allocated among the Partners in proportion to their ownership percentages. Distributions shall be made to the Partners:

• Option A: Annually, within [Number] days of the close of the fiscal year.
• Option B: Quarterly, as determined by the Managing Partner(s).

Tax Matters: The Joint Venture shall comply with all applicable federal and Washington state tax laws. The Partnership Representative for IRS audits under the Bipartisan Budget Act of 2015 will be: [Partnership Representative Name].

Admission of New Partners and Transfer of Interests

New partners may be admitted to the Joint Venture only upon the unanimous written consent of all existing Partners.

• Option A: Right of First Refusal: Existing Partners shall have a right of first refusal to purchase the interest of any Partner desiring to transfer their interest.
• Option B: Transfer of interests is prohibited.

Drag-Along Rights: If a majority of the Partners desire to sell their interests, all other Partners shall be obligated to sell their interests on the same terms.

Tag-Along Rights: If a majority of the Partners desire to sell their interests, the other Partners shall have the right to participate in the sale on the same terms.

Withdrawal, Resignation, Retirement, or Expulsion

A Partner may withdraw from the Joint Venture by providing [Number] days written notice to the other Partners.

• Valuation of Redeemed Interest: The value of the withdrawing Partner's interest shall be determined by [Valuation Method].
  • Payment Terms: Payment for the withdrawn interest shall be made according to the following terms: [Payment Terms].
  • Grounds for Expulsion: A Partner may be expelled from the Joint Venture for [Grounds for Expulsion].

Liability and Indemnification

Each Partner shall be jointly and severally liable for the debts and obligations of the Joint Venture as per Washington law.

• Indemnification: The Joint Venture shall indemnify each Partner against any losses, claims, damages, or liabilities arising out of the Joint Venture's activities, except for those caused by the Partner's gross negligence or willful misconduct.
• Option A: The Joint Venture shall maintain liability insurance, including D&O insurance and commercial general liability insurance.
• Option B: Partners will be responsible for their own insurance coverage related to the Joint Venture.

Confidentiality, Intellectual Property, Non-Solicitation

Partners shall maintain the confidentiality of all confidential information relating to the Joint Venture.

• Intellectual Property: Ownership of intellectual property developed by the Joint Venture shall be owned by [Ownership of Intellectual Property].
• Non-Solicitation: Partners shall not solicit employees or customers of the Joint Venture for a period of [Number] years after termination of their involvement.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: Mediation: First, the parties shall attempt to resolve the dispute through mediation in [City, Washington].
• Option B: Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in [City, Washington] in accordance with the rules of the American Arbitration Association.

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

Venue: The venue for any legal action arising out of or relating to this Agreement shall be in [County], Washington.

Dissolution

The Joint Venture shall be dissolved upon the occurrence of any of the following events: [Dissolution Events].

• Winding Up: Upon dissolution, the assets of the Joint Venture shall be liquidated, and the proceeds shall be distributed in the following order: (1) to creditors, (2) to Partners for the repayment of loans, and (3) to Partners in proportion to their ownership percentages.
• Final Accounting: A final accounting shall be prepared and provided to the Partners upon dissolution.

Representations and Warranties

Each Partner represents and warrants that:

• It has the full power and authority to enter into this Agreement.
• It is duly licensed and in good standing in the State of Washington.
• Its entry into this Agreement does not violate any other agreement or obligation.

Regulatory and Industry Compliance

The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including those specific to [Industry].

• Compliance shall include, but not be limited to, [List of Relevant Regulations, e.g., environmental regulations, labor laws].

Boilerplate Provisions

• Amendment: This Agreement may be amended only by a written instrument signed by all Partners.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth above.
• 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.
• 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.

Insurance Requirements and Risk Management

The Joint Venture shall maintain insurance coverage in amounts and types commercially reasonable and customary for businesses engaged in similar activities in Washington State, including but not limited to [List of Insurance Types].

Deadlock Resolution

In the event of a deadlock in decision-making, the following procedure shall be followed:

• Option A: Russian Roulette: Any Partner may initiate a "Russian Roulette" buy-sell procedure.
• Option B: Texas Shoot-Out: Partners submit sealed bids to buy out the other Partners' interests.

Public Disclosure and Marketing

The use of each Partner's name or trademark shall be subject to prior written approval.

Annual Compliance

The Joint Venture shall file an annual report with the Washington Secretary of State and maintain a registered agent in Washington.

Anti-Money Laundering and Anti-Bribery

The Partners shall comply with all applicable anti-money laundering, anti-bribery, and ethics laws.

Project-Specific Provisions

• Project Milestones: The Joint Venture shall achieve the following project milestones: [List of Project Milestones].
• Performance Tracking: Project performance shall be tracked and reported to the Partners [Frequency].

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

[Partner 1 Name]

By: [Partner 1 Authorized Representative Name]

Title: [Partner 1 Authorized Representative Title]

[Partner 2 Name]

By: [Partner 2 Authorized Representative Name]

Title: [Partner 2 Authorized Representative Title]

[Partner 3 Name]

By: [Partner 3 Authorized Representative Name]

Title: [Partner 3 Authorized Representative Title]