Wyoming joint venture agreement template

Wyoming Joint Venture Agreement

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

• [Partner 1 Full Legal Name], a [Partner 1 Legal Entity Type] formed in [Partner 1 State of Formation], with a principal place of business at [Partner 1 Address] ("Partner 1"); and
• [Partner 2 Full Legal Name], a [Partner 2 Legal Entity Type] formed in [Partner 2 State of Formation], with a principal place of business at [Partner 2 Address] ("Partner 2").

The parties agree as follows:

Name and Purpose

• The name of the Joint Venture shall be [Joint Venture Name].
• The principal place of business of the Joint Venture shall be [Wyoming Address].
• The purpose of the Joint Venture is:
  • Option A: To [Specific Business Objectives].
  • Option B: To engage in the following activities: [Detailed List of Permitted Activities].

Term

• 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 A: This Agreement shall automatically renew for successive [Number] year terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option B: This Agreement shall terminate upon the completion of [Specific Milestone or Event].

Ownership and Contributions

• The ownership interests in the Joint Venture shall be as follows:
  • Partner 1: [Percentage]%
  • Partner 2: [Percentage]%
• Initial Capital Contributions:
  • Partner 1 shall contribute [Form of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount], according to the following schedule: [Schedule].
  • Partner 2 shall contribute [Form of Contribution, e.g., Cash, Property, Services] valued at [Dollar Amount], according to the following schedule: [Schedule].
• Additional Capital Contributions:
  • Option A: Additional capital contributions shall be required only upon the unanimous consent of all partners.
  • Option B: Additional capital contributions may be requested by the Managing Partner (as defined below) with a [Percentage]% vote required for approval by the partners.
• Default Remedies for Capital Shortfalls:
  • Option A: If a partner fails to make a required capital contribution, the other partner(s) may advance the contribution as a loan bearing interest at [Interest Rate]%.
  • Option B: If a partner fails to make a required capital contribution, their ownership interest shall be diluted pro rata based on the amount of the shortfall.

Management

• The management of the Joint Venture shall be vested in:
  • Option A: A Managing Partner: [Name of Managing Partner]
  • Option B: A Management Committee consisting of representatives from each Partner.
    • Partner 1 shall appoint [Number] representative(s).
    • Partner 2 shall appoint [Number] representative(s).
• Day-to-Day Authority Limits: The [Managing Partner/Management Committee] shall have the authority to make day-to-day operational decisions, subject to the following limitations: [Specific Authority Limits].
• Voting Thresholds for Key Decisions (e.g., sale of assets, incurring debt, admitting new partners):
  • Sale of Assets: [Percentage]% vote required.
  • Incurring Debt: [Percentage]% vote required for debt exceeding [Dollar Amount].
  • Admitting New Partners: Unanimous consent required.

Rights and Obligations

• Each partner shall have the right to access the books and records of the Joint Venture during normal business hours.
• Each partner shall have a fiduciary duty to act in the best interests of the Joint Venture.
• Limitations on Partner Actions: No partner shall, without the prior written consent of the other partner(s): [Specific Limitations, e.g., Enter into contracts exceeding a certain dollar amount, Take on debt on behalf of the JV, Compete directly with the JV].

Meetings

• Partner meetings shall be held [Frequency, e.g., Quarterly, Annually, As Needed].
• Notice of meetings shall be given at least [Number] days prior to the meeting date.
• Quorum: A quorum shall consist of [Percentage]% of the ownership interests of the Joint Venture.
• Voting: Each partner shall be entitled to vote in proportion to their ownership interest.

Profits, Losses, and Distributions

• Profits and losses shall be allocated to the partners in proportion to their ownership interests.
• Distributions of available cash shall be made to the partners [Frequency, e.g., Quarterly, Annually] in proportion to their ownership interests.
• Tax Withholding: The Joint Venture shall withhold and remit all applicable taxes as required by Wyoming and federal law.

Bank Accounts

• The Joint Venture shall maintain a bank account at [Name of Bank] located in Wyoming.
• Signatory powers shall be vested in [Name(s) or Title(s)].

New Partners, Withdrawal, and Termination

• Admission of New Partners: New partners may be admitted only upon the unanimous consent of all existing partners.
• Voluntary Withdrawal: A partner may withdraw from the Joint Venture upon [Number] days' written notice to the other partners.
• Involuntary Expulsion: A partner may be expelled from the Joint Venture for cause, as determined by a [Percentage]% vote of the other partners. Cause shall include: [Definition of Cause].
• Buy-Sell/Buyout Mechanisms: Upon the withdrawal or expulsion of a partner, the remaining partners shall have the right to purchase the withdrawing or expelled partner's interest at a price to be determined by [Valuation Method].

Liability and Indemnification

• To the fullest extent permitted by Wyoming law, the partners shall not be liable for the debts, obligations, or liabilities of the Joint Venture solely by reason of being a partner.
• Each partner shall indemnify and hold harmless the other partners from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the indemnifying partner's breach of this Agreement or negligent or wrongful acts.

Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through:
  • Option A: Negotiation in good faith.
  • Option B: Mediation in Wyoming.
  • Option C: Binding arbitration in Wyoming under the rules of the American Arbitration Association. The venue for any arbitration shall be [City, Wyoming].

Confidentiality, Non-Compete, and Intellectual Property

• Each partner agrees to hold confidential all confidential information of the Joint Venture and the other partners.
• During the term of this Agreement and for a period of [Number] years thereafter, no partner shall engage in any business that is directly competitive with the business of the Joint Venture within [Geographic Area].
• All intellectual property created by the Joint Venture shall be owned by [Ownership Allocation, e.g., The Joint Venture, Partner 1, Partner 2].

Reporting and Compliance

• The Joint Venture shall prepare financial statements [Frequency, e.g., Monthly, Quarterly, Annually] in accordance with generally accepted accounting principles (GAAP).
• The Joint Venture shall comply with all applicable laws and regulations of Wyoming and the United States.

Dissolution

• Upon termination of this Agreement, the Joint Venture shall be dissolved.
• The assets of the Joint Venture shall be liquidated and distributed in the following order: (1) payment of debts and liabilities to creditors; (2) repayment of loans from partners; (3) distribution to partners in proportion to their ownership interests.

Amendment

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

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

Representations and Warranties

Each partner represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

Licenses and Permits

The Joint Venture shall obtain and maintain all necessary business licenses and permits required to operate its business in Wyoming.

Insurance

The Joint Venture shall maintain insurance coverage in amounts and types reasonably necessary to protect its assets and business. Types shall include [Types of Insurance, e.g., General Liability, Property Insurance].

Registered Agent

The Joint Venture's registered agent in Wyoming is [Registered Agent Name], located at [Registered Agent Address].

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 of Authorized Representative]

[Partner 2 Full Legal Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]