Wisconsin joint venture agreement template

Wisconsin Joint Venture Agreement

This Wisconsin Joint Venture Agreement (this “Agreement”) is made as of this [Date], by and between:

• [Party 1 Name], with a principal place of business at [Party 1 Address], Wisconsin (“Party 1”); and
• [Party 2 Name], with a principal place of business at [Party 2 Address], Wisconsin (“Party 2”).

1. Formation and Purpose

• The parties hereby form a joint venture partnership (the “Joint Venture”) under the laws of the State of Wisconsin, specifically under the Wisconsin Uniform Partnership Law, Wis. Stat. ch. 178, as amended.
• The purpose of the Joint Venture is:
  • Option A: To [Describe the specific business purpose, scope, and objectives of the joint venture], including but not limited to:
    • [Target projects or milestones]
    • [Geographic focus within Wisconsin]
    • [Relevant industry compliance requirements]
  • Option B: To engage in the business of [Describe the business purpose] within the State of Wisconsin.

2. Principal Place of Business

• The principal place of business of the Joint Venture shall be located at [Address], Wisconsin.
• Additional offices or operation sites may be established at:
  • Option A: [List of additional addresses in Wisconsin, if any].
  • Option B: As mutually agreed upon by the partners.

3. Contributions

• Party 1 shall contribute the following to the Joint Venture:
  • Option A: [Detailed description of contribution, e.g., Cash, Property, Intellectual Property, Services] with a fair market value of [Dollar Amount].
    • One-time contribution.
    • Recurring contribution: [Frequency and details of recurring contribution].
    • Contingent contribution: [Conditions for contribution].
  • Option B: [Alternate description of contribution]
• Party 2 shall contribute the following to the Joint Venture:
  • Option A: [Detailed description of contribution, e.g., Cash, Property, Intellectual Property, Services] with a fair market value of [Dollar Amount].
    • One-time contribution.
    • Recurring contribution: [Frequency and details of recurring contribution].
    • Contingent contribution: [Conditions for contribution].
  • Option B: [Alternate description of contribution]

4. Ownership and Allocation of Profits and Losses

• The ownership interests in the Joint Venture shall be:
  • Party 1: [Percentage]%
  • Party 2: [Percentage]%
• Profits and losses of the Joint Venture shall be allocated:
  • Option A: In proportion to the ownership interests as stated above.
  • Option B: As follows: [Specific allocation of profits and losses].

5. Contribution Enforcement and Capital Shortfall

• If either partner fails to make a required contribution, the other partner shall have the right to:
  • Option A: Advance the contribution on behalf of the defaulting partner, with interest at [Percentage]% per annum.
  • Option B: Reduce the defaulting partner's ownership interest in proportion to the shortfall.
  • Option C: Pursue legal remedies under Wisconsin law.
• If the Joint Venture requires additional capital, the partners shall:
  • Option A: Contribute pro rata according to their ownership interests.
  • Option B: Agree to a new funding plan.

6. Management Rights and Authority

• The management of the Joint Venture shall be vested in:
  • Option A: A Managing Partner: [Name of Managing Partner].
  • Option B: An Executive Committee consisting of [Number] representatives from each party.
    • Party 1 representatives: [Names of representatives].
    • Party 2 representatives: [Names of representatives].
• The Managing Partner/Executive Committee shall have the authority to:
  • [List of management rights and authority].
• Limitations on partner authority:
  • No partner shall have the authority to bind the Joint Venture to any contract exceeding [Dollar Amount] without the written consent of the other partner.

7. Partner Meetings

• Regular partner meetings shall be held:
  • Option A: [Frequency, e.g., Monthly, Quarterly].
  • Option B: As needed, upon [Number] days' notice.
• Notice of meetings shall be given in writing via [Method, e.g., Email, Certified Mail].
• A quorum for partner meetings shall consist of:
  • Option A: Both partners.
  • Option B: Representatives holding at least [Percentage]% of the ownership interests.

8. Profit and Loss Allocation and Distributions

• Net profits and losses shall be allocated as described in Section 4.
• Distributions shall be made:
  • Option A: [Frequency, e.g., Quarterly, Annually], subject to the availability of funds.
  • Option B: As mutually agreed upon by the partners.
• Reserve setting and reinvestment of earnings shall be determined by:
  • Option A: The Managing Partner/Executive Committee.
  • Option B: Mutual agreement of the partners.

9. Accounting Policies and Audits

• The Joint Venture's fiscal year shall end on [Date].
• A certified public accountant (preferably Wisconsin-based), [Name of CPA Firm], shall be engaged to maintain the Joint Venture's books and records.
• Each partner shall have the right to audit the Joint Venture's books and records upon reasonable notice.

10. Compliance with Wisconsin Laws

• The Joint Venture shall comply with all applicable Wisconsin business registration, licensing, and industry-specific regulatory filings, including DFI partnership registration if applicable.

11. Admission and Withdrawal of Partners

• The admission of new partners requires:
  • Option A: The unanimous consent of all existing partners.
  • Option B: A [Percentage]% vote of the ownership interests.
• Withdrawal of a partner shall be governed by:
  • Option A: [Specific procedures for withdrawal].
  • Option B: The provisions of Wis. Stat. ch. 178.

12. Amendments

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

13. Non-Competition and Confidentiality

• During the term of this Agreement, each partner shall not engage in any business that is directly competitive with the Joint Venture within the State of Wisconsin.
• Each partner shall maintain the confidentiality of all confidential information relating to the Joint Venture.

14. Insurance and Indemnification

• The Joint Venture shall maintain adequate insurance coverage, including:
  • [Types and amounts of insurance].
• Each partner shall indemnify the other partner against any losses, damages, or liabilities arising from:
  • Option A: The indemnifying partner's negligence or willful misconduct.
  • Option B: As permitted by Wisconsin law.

15. Risk Allocation

• The allocation of environmental, employment, product liability, and regulatory risks shall be:
  • Option A: As mutually agreed upon by the partners and compliant with Wisconsin statutes and case law.
  • Option B: Each partner bears the risk related to their specific actions or contributions.

16. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved by:
  • Option A: Mediation in [City, Wisconsin].
  • Option B: Mandatory arbitration in [City, Wisconsin], in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation in the state courts of Wisconsin, County of [County Name], or the United States District Court for the [District Name] District of Wisconsin.

17. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, specifically Wis. Stat. § 178.10.
• The venue for any legal proceeding shall be in [County Name] County, Wisconsin.

18. Tax Matters

• The Joint Venture shall file its tax returns as a partnership.
• The Partnership Representative for IRS purposes shall be [Name of Partnership Representative].

19. Recordkeeping and Inspection

• The Joint Venture shall maintain complete and accurate books and records in accordance with Wisconsin legal requirements.
• Each partner shall have the right to inspect the Joint Venture's books and records upon reasonable notice.

20. Conversion, Merger, or Expansion

• The Joint Venture may be converted into another business form under Wisconsin law with the approval of:
  • Option A: Both partners.
  • Option B: A [Percentage]% vote of the ownership interests.

21. Dissolution

• The Joint Venture shall be dissolved upon:
  • Option A: The mutual agreement of the partners.
  • Option B: The occurrence of any event specified in Wis. Stat. §§ 178.0801–.0806.
• Upon dissolution, the assets of the Joint Venture shall be liquidated, liabilities paid, and remaining assets distributed to the partners in accordance with their ownership interests.

22. Representations and Warranties

• Each partner represents and warrants that it has the full power and authority to enter into this Agreement.

23. Notice

• All notices required or permitted under this Agreement shall be in writing and delivered via:
  • Option A: Certified mail, return receipt requested.
  • Option B: Email with confirmation of receipt.

24. Prevailing Provisions

• The provisions of this Agreement shall prevail over the default rules of the Wisconsin Uniform Partnership Law unless expressly prohibited by law.

25. Annual Review and Amendment

• This Agreement shall be reviewed annually and amended as necessary to ensure continued compliance with evolving Wisconsin business laws, licensing rules, and industry regulations.

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

[Party 1 Name]

By: [Name and Title]

[Party 2 Name]

By: [Name and Title]