West Virginia joint venture agreement template

West Virginia Joint Venture Agreement

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

• [Partner 1 Full Legal Name], residing at [Partner 1 Address], and/or a business entity organized under the laws of [State of Formation] with its principal place of business at [Partner 1 Business Address], hereinafter referred to as “Partner 1”.
• [Partner 2 Full Legal Name], residing at [Partner 2 Address], and/or a business entity organized under the laws of [State of Formation] with its principal place of business at [Partner 2 Business Address], hereinafter referred to as “Partner 2”.

(Individually, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the Parties desire to form a joint venture for the purpose of [Describe Purpose] in West Virginia;

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

Formation and Name

• Option A: The Parties hereby form a joint venture (the “Joint Venture”) under the name of [Joint Venture Name].
• Option B: The Joint Venture will operate under the name [Joint Venture Name], but will not constitute a separate legal entity.

Purpose

• Option A: The purpose of the Joint Venture is to [Detailed Description of Business Purpose], including but not limited to [List Activities], within the State of West Virginia. This includes compliance with all relevant West Virginia industry regulations pertaining to [Industry Sector].
• Option B: The Joint Venture is formed for the specific project of [Description of Project], to be completed in [City/Region in West Virginia].

Term

• Option A: The term of this Agreement shall commence on the Effective 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 the Effective Date and continue until the completion of the Project, estimated to be [Completion Date].
• Option C: This Agreement shall be perpetual unless terminated as outlined in Article [Article Number].

Principal Place of Business

• Option A: The principal place of business of the Joint Venture shall be located at [Address in West Virginia].
• Option B: The principal place of business shall be determined by the Managing Partner and can be moved within West Virginia with 30 days written notice to all partners.

Contributions

• Option A: Partner 1 shall contribute [Description of Contribution, e.g., Cash, Assets, IP] valued at [Dollar Amount], representing [Percentage]% ownership. Partner 2 shall contribute [Description of Contribution, e.g., Cash, Assets, IP] valued at [Dollar Amount], representing [Percentage]% ownership.
• Option B: Partner 1 contributes:
  • [Specific Asset/Cash Amount]
  • [Specific Intellectual Property Description]: Valued at [Dollar Value]
  Partner 2 contributes:
  • [Specific Service/Cash Amount]
  • [Equipment Description]: Valued at [Dollar Value]
• Option C: Valuation of non-cash contributions will be determined by [Appraisal Method] performed by a mutually agreed upon independent appraiser.

Ownership and Partnership Interest

• Option A: Partner 1 shall own [Percentage]% and Partner 2 shall own [Percentage]% of the Joint Venture. These interests are distinct from interests in a general or limited partnership under West Virginia Code Chapter 47B.
• Option B: Ownership percentages may be adjusted according to future capital contributions as detailed in Section [Section Number].

Management

• Option A: [Name] of Partner 1 shall be the Managing Partner, responsible for day-to-day operations.
• Option B: A Management Committee shall be formed, consisting of [Number] representatives from each Party. Decisions shall be made by [Voting Threshold, e.g., majority vote].
  • The Management Committee shall meet [Frequency].
• Option C: Each Partner will have equal say in the management of the Joint Venture with decisions made by a simple majority vote.

Partner Duties

• Option A: Partner 1 shall be responsible for [Specific Responsibilities]. Partner 2 shall be responsible for [Specific Responsibilities].
• Option B: Neither partner may commit the joint venture to obligations exceeding [Dollar amount] without the written consent of the other partner.
• Option C: No partner shall engage in activities that directly compete with the joint venture within [Geographic Area in West Virginia] without prior written consent from the other partner.

Profit and Loss Allocation and Distributions

• Option A: Profits and losses shall be allocated in proportion to ownership percentages. Distributions shall be made [Frequency].
• Option B: Profits will be allocated based on a formula which considers initial contributions and performance metrics, as described in Exhibit A. Losses will be allocated in proportion to capital contributions.
• Option C: The Joint Venture will maintain a reserve of [Dollar Amount or Percentage] of annual profits for operational expenses. Tax allocations will be handled to ensure each partner receives the proper Schedule K-1 for West Virginia tax reporting.

Admission of New Partners and Transfer of Interests

• Option A: Admission of new partners requires unanimous consent of existing partners.
• Option B: No Partner may transfer their interest without offering right of first refusal to the other Partner.
• Option C: In the event of the death or incapacity of a partner, the remaining partner will have the option to buy out the deceased/incapacitated partner's interest at fair market value.

Liability and Indemnification

• Option A: Partners shall be jointly and severally liable for debts incurred on behalf of the Joint Venture.
• Option B: Each Partner shall indemnify the other against losses arising from their own negligence or willful misconduct. The Joint Venture will obtain and maintain insurance coverage relevant to West Virginia operations, including [Specific Insurance Types].

Intellectual Property

• Option A: All intellectual property created by the Joint Venture shall be jointly owned by the Partners.
• Option B: Pre-existing intellectual property contributed by each partner remains the property of that partner.
• Option C: Partner [Partner Number] will retain ownership of all intellectual property and grant the joint venture a non-exclusive license. Upon termination, the license shall [Terminate/Continue with specific conditions].

Records and Accounting

• Option A: The Joint Venture shall maintain accurate books and records in accordance with Generally Accepted Accounting Principles (GAAP).
• Option B: Partner [Partner Number] will be responsible for maintaining all records and providing access to the other partner upon reasonable notice. The joint venture will conduct an annual review by a certified public accountant licensed in West Virginia.

Regulatory Compliance

• Option A: The Joint Venture shall comply with all applicable federal, state, and local laws and regulations, including West Virginia environmental regulations, health regulations and relevant professional licensing.
• Option B: Partner [Partner Number] is responsible for ensuring compliance with [Specific Regulation].
• Option C: The joint venture will obtain all necessary permits and licenses to operate within West Virginia, including [Specific permits or licenses].

Dispute Resolution

• Option A: Any disputes arising out of or relating to this Agreement shall be resolved through mediation in [City in West Virginia]. If mediation fails, the dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The laws of West Virginia will govern the interpretation and enforcement of this agreement.
• Option B: All disputes shall be resolved in the Circuit Court of [County Name] County, West Virginia.

Termination

• Option A: This Agreement may be terminated upon the mutual written agreement of the Parties.
• Option B: This Agreement may be terminated by either Party upon [Number] days written notice if the other Party breaches this Agreement.
• Option C: Upon termination, assets will be liquidated, and proceeds distributed in proportion to ownership percentages after paying all outstanding liabilities. Notification will be provided to the West Virginia Secretary of State.

Representations and Warranties

• Option A: Each Party represents and warrants that it has the full power and authority to enter into this Agreement.
• Option B: Each party warrants that they are not subject to any legal restrictions that prevent them from engaging in this Joint Venture.

Employment Law Compliance

• Option A: The joint venture shall comply with all applicable West Virginia employment laws, including workers' compensation, unemployment insurance, and payroll tax registration.
• Option B: The joint venture will utilize a third-party payroll provider to ensure compliance with all applicable regulations.

West Virginia Specific Notices

• Option A: This agreement is subject to the West Virginia Consumer Credit and Protection Act.
• Option B: Partner [Partner Number] is responsible for ensuring compliance with West Virginia's data breach notification law.

Amendment

• Option A: This Agreement may be amended only by a written instrument signed by both Parties.
• Option B: Any amendment to this agreement requires a unanimous vote by the Management Committee.

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

[Partner 1 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title]

[Partner 2 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title]