Joint Venture Agreement (Australia)

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Joint ventures provide businesses an opportunity to form short-term single-purpose partnerships. They also afford a company the benefits of strategic partnerships without the liabilities associated with other types of business mechanisms. Benefits of joint ventures are the ability to share expertise with other companies or to enter foreign markets. This Joint Venture Agreement will set forth the specific terms of this type of arrangement and will prove invaluable in the event of disagreements or litigation.

Among others, this Joint Venture Agreement includes the following provisions:
  • Parties to the Agreement: This provision contains the identity and names of the parties entering into the agreement;
  • Contribution by each Party: This provision sets out financial contributions of each party to the agreement;
  • Distribution of Profits: This provision sets out the proportion of profits to be received by each party;
  • Responsibility of Parties: This provision lists the responsibilities of each party to the agreement.

Protect your Rights and your Business by using our professionally prepared up-to-date forms.

This lawyer-prepared packet contains:
  1. General Information and Checklist
  2. Information
  3. Joint Venture Agreement for use in Australia
Law Compliance: This form complies with the state and territory laws of Australia
Number of Pages14
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#32649
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Joint Venture Agreement







This Packet Includes:
1. General Information & Checklist;
2. Information; and
3. Joint Venture Agreement







General Instructions & Checklist
 Joint Venture Agreement




   This kits sample Joint Venture Agreement includes a basic framework for such an agreement, setting forth in general terms the types of provisions necessary to establish a joint venture.  Below is a set of basic instructions that should assist you in completing the sample form to draft your own joint venture agreement tailored specifically to the needs of your business.

   Purpose
   Joint ventures are generally formed to accomplish a specific purpose.  Many are structured so that they are only authorized to perform a specific function, and are prohibited from taking any action outside of the course of performing that particular function.  In the sample agreement below, specify in detail the purpose that the joint venture is being established to perform.

   Contribution
   At the outset of forming a joint venture, the venturing partners must determine what each of them will be contributing to the effort.  The partners may contribute cash, equipment, or other goods necessary for the operation of the joint venture.

   While many joint ventures are formed with all parties contributing equal amounts of cash, the parties may contribute to the venture in any proportion they choose.  Determine what each partner will contribute to the venture, and describe in detail the items, amounts and overall percentage of total joint venture funds in the appropriate provision of the Joint Venture Agreement.

   Distribution of Profits
   Frequently, joint ventures assign profits based upon the proportion of each partners original contribution to the venture.  However, the distribution of profits can also be apportioned based on other considerations, i.e., the amount and/or types of services provided on behalf of the venture by each partner.






   Management


   A joint venture is generally managed through the delegation of authority by the venturing partners to a managing agent.  There are many different options for how such a manager can be structured.  Ultimately, it is important to clearly establish who will have direct responsibility for the day-to-day operations of the venture, to whom that person or entity will be directly accountable, and who will be authorized to bind the venture.  A common solution to this issue is to establish a steering committee under the terms of the Joint Venture Agreement, with members being drawn from each partner (often in proportion to the partners contribution to the venture, i.e., equal partners would each appoint 4 members to an 8-member committee).  The Joint Venture Agreement might then set forth the terms under which the steering committee could appoint a general manager or CEO to operate the day to day operations of the venture.  Another solution is to have the partners appoint a general manager directly, vesting decision-making and oversight into an individual.

   No matter what kind of management structure you choose, be certain to specify clearly the person or entity that shall be authorized to bind the venture, and that shall be directly responsible for the day-to-day operations of the venture.

   Term
   While many joint ventures are limited in duration, others are established with an indefinite lifespan.  The term of the agreement and of the venture itself should be discussed and agreed upon by the parties prior to executing the joint venture agreement.






Information
Joint Venture Agreement




This kit includes tools and guidelines to assist you in drafting a joint venture agreement.

A joint venture is a mechanism by which two or more entities can combine to do business together without the formality and commitment involved in forming a partnership or other similar entity.  The joint venture can be a useful tool for small businesses and large businesses alike, affording the venturing partners with many of the benefits of partnership without many of its liabilities.  
   
   While this kit is designed to assist you in preparing a joint venture agreement, you are advised to consult with a competent attorney experienced in the law of joint ventures prior to executing any agreement forming a joint venture.

This kit includes general information about joint ventures, as well as a sample joint venture agreement with instructions.

Joint ventures provide businesses with an opportunity to form short-term, single-purpose partnerships, thus deriving many of the benefits of strategic partnership without many of the liabilities.  Below is a general overview of the characteristics, advantages and disadvantages of using a joint venture to accomplish your businesss goals.

To form the joint venture, the co-venturing partners contribute funds, goods or equipment at the outset.  The proportion that each partner contributes can be 50% each, or it can be in unequal amounts, with one contributor providing a majority of the resources for the formation and initial operation of the venture.  The instructions that follow this overview provide general information about formation and operation of a joint venture.



One of the benefits of a joint venture is its lack of permanency.  As opposed to a partnership, which can create a number of responsibilities, duties and obligations on the part of each partner, a joint venture generally only obligates its partners to those specific duties and


obligations set forth in the Joint Venture Agreement.  Further, joint ventures frequently have short, defined durations.  Many joint venture agreements provide for the venture to terminate and cease its existence after only a few years.  Such time-limited joint ventures represent less of a commitment on the part of the partners than would a standard partnership.



Another benefit offered by joint ventures is that it allows companies to share expertise or relationships with other companies to penetrate new markets, or to develop new products or services, thus benefiting both parties.  For example, smaller companies can join with larger more established companies to share expertise and develop new technologies, affording the larger company access to new research materials, while affording the smaller company additional clout and market presence.  Further, such strategic relationships can combine to decrease competition in a particular market, making it easier for the partners involved to penetrate that market.

Joint ventures are frequently used when a domestic company wishes to enter a foreign market.  The joint venture structure allows the domestic company to seek a short-term, project-specific relationship with a company within that foreign country.  The domestic company then can take advantage of the foreign companies local know-how and relationships, while the foreign company gains access to relationships and expertise it might not ordinarily be exposed to.

It is worth noting that an exit strategy employed by many joint venture partners is for one partner to acquire the other partners interest in the venture.  This approach can work well where one business has used the venture to experiment outside of its core business, developing a product or service with another company whose expertise lies closer to the business conducted by the joint venture.







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Joint Venture Agreement

THIS AGREEMENT (the “Agreement) is made as of the            day of               , 20      , by and between                   , Australian Business Number________ (ABN), a company organised and existing under the Corporations Act 2001 (Cth) , with its head office in the State of ____________________ (the “First Party”), and                      , a Australian Business Number _________ (ABN), a company organised and existing under the Corporations Act 2001 (Cth) , with its head office in the State of ____________________ (the “Second Party,” and collectively, the “Parties”).

WHEREAS the First Party is engaged in the business of                               (briefly describe First Partys business);

WHEREAS the Second Party is engaged in the business of                                  (briefly describe Second Partys business);

WHEREAS the Parties wish to join together in a joint venture for the purpose of                      (briefly describe the purpose of the joint venture);

NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:
1.  Formation.  Parties hereby associate themselves to form a Joint Venture upon the terms and conditions herein for the purpose of carrying out the works in accordance with the Agreement. The obligations of the Parties in relation to the works and under this Agreement shall be several and not joint or joint and several.

2. Name and Place. The joint venture formed pursuant to this Agreement (the “Joint Venture”) shall do business under the name                   , and shall have its legal address at                                              .  The Joint Venture may re-locate its office from time to time or may have additional offices as the Parties may determine.The Joint Venture shall be considered in all respects a joint venture between the Parties, and nothing in this Agreement shall be construed to create a partnership or any other fiduciary relationship between the Parties.

3.  Purpose.  The Joint Venture shall be formed for the purpose of                                                                                        (describe in detail the business that will be conducted by the Joint Venture).

4.  Contributions.  
a.     The Parties shall each make an initial contribution to the Joint Venture according to the following terms:

i.     First Partys Contribution:                                       (State specifically the amount of First Partys financial contribution, as well as any equipment, goods or other value contributed by First Party.  Include the % of total funds contributed by Second Party.  Also include the date by which such contributions must be made.).
ii.   Second Partys Contribution:                                            (State specifically the amount of Second Partys financial contribution, as well as any equipment, goods or other value contributed by First Party.  Include the % of total funds contributed by Second Party.  Also include the date by which such contributions must be made.).

b.    In the event that the Joint Venture requires additional funds to be contributed to it by the Parties, such additional contributions shall be made in the following proportion:                                                            (state the proportion that each Party shall be responsible for contributing in the event additional funds are required).

5.  Distribution of Profits.  Any and all net profits accruing to the Joint Venture shall be held and distributed to the Parties in the following proportion:                                                               (state the proportion of profits to be received by First Party and Second Party).

6. Return of Capital Contributions. No party shall have the right to withdraw his or her capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. The Parties shall not be personally liable for the return of the capital contribution or any part of thereof, except as otherwise provided in this Agreement. The Joint Venture shall not pay any interest on capital contributions of any Joint Venture.


7.  Management.  The Joint Venture shall be managed according to the following terms:   (Describe structure of management; procedures for appointing/selecting managers, including chief executive officer or general manager; fees/compensation for managers, if any (See instructions above for more details or See sample clause below.)    _____                        _______________________________________   ________________________________________________________________________________________________________________________________________________

7.1 Management Committee:
   a.    The representative body for the Joint venture shall be a management committee (the “Committee”) which shall consist of ____, or such other number as the Parties may from time to time agree upon, representatives of each Party and the Committee shall supervise and control the works and the execution of contracts or such documentation on behalf of the Parties.

b.    Neither Party shall do any act, matter or thing in connection with the works or contracts other than through the Committee.

c.    The Committee shall hold meetings at such times as may be necessary from time to time for the administration or the day to day business of the Joint Venture and its works and may invite any person to attend any meeting of the Committee.

d.    A meeting of the Committee may be called at any time by either of the Parties upon giving _____ (___) days written notice to the other.

e.    Each representative of the Parties on the committee shall have one vote.

f.    A quorum in relation to meetings of the Committee shall be constituted by ___[mention number] representatives of the Parties, ___[mention number] appointed by either party and only unanimous decisions of the Committee shall bind the Parties.

g.    Any Party may at any time change the members representing it on the Committee by notifying the other of the change and may likewise from time to time designate in writing an alternative representative to act instead of an existing representative provided that at no time shall either Party appoint a representative or alternative representative to the committee to whom the other Party has a reasonable objection.

h.    The Committee shall appoint from among its members a chairman whose duties shall include presiding over the meetings of the Committee. The chairman shall be entitled to exercise one vote and shall not have a second or casting vote.

i.    Any action required or permitted to be taken by the Committee may be taken without a meeting if all the representatives of the Parties on the Committee consent in writing to such action or if such consent in writing shall be duly executed by each Party.

j.  The Committee shall appoint a secretary whose duties as secretary shall include advising each representative or alternative representative of proposed meetings of the Committee, the preparation of the agenda for each meeting, the keeping and distribution both to members of the Committee and to the Parties of minutes of each meeting within seven (7) days of its having taken place and informing the project manager of decisions of the committee which require implementation by the project manager.
7.2  Powers and duties of the Committee:

a.   The Committee shall have such powers as are conferred upon it by this Agreement or by the Parties from time to time. A Party may by notice in writing to the Committee specify any instructions, conditions or restrictions it may wish to impose, either generally or in a particular case, upon the exercise by its representative or representatives of any of such powers, duties and functions and thereafter no vote of such representative or representatives shall be recorded by the Committee unless it is made in accordance with such instructions, conditions or restrictions until the same shall be revoked or varied by that Party.

b.  The Committee shall, subject to Clause 7.2(a) above agree upon and approve all matters relating to the joint venture, the works and the contract including the following:

i.   preparation of scope of works;
ii.   appointment of any solicitor, consultant, accountant, expert, contractor or sub-contractor for completion of the works in accordance with the contract and the terms of their appointment;
iii.   details of all invitations to tender and all tender documents;
iv.   insurances in respect of the works or any part thereof;
v.   the taking of legal or arbitration proceedings in relation to the project or the Joint Venture;
vi.   The employment of any staff necessary for the Joint Venture;


c.  The Committee may appoint a project manager to manage the Joint Venture and to have overall responsibility for execution of the works of the Joint Venture.

d.  The Committee may, subject to 7.2 (a) above of this section, delegate to a project manager from time to time any of the powers, duties and responsibilities vested in the committee by this agreement or by the Parties and may revoke any such delegation.


8.  No Exclusivity.  Neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this Agreement.

9.  Term.  This Agreement shall remain in full force and effect, for a period of ____( ) years from the date of this Agreement (the “Initial Term”).  Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for successive periods of one year each (each, a “Renewal Term”), unless either Party gives written notice of termination to the other Party at least 30 days prior to (but in no case more than 60 days prior to) the expiration of the Initial Term or of any Renewal Term.  

10. Responsibilities of Parties. Following are the responsibilities of each Party toward the Joint Venture:                                              _______________________________________________   __________________________________________________________________    ________________________________________________________________________   (List out the responsibilities or obligations of each Party toward the Joint Venture and how the responsibilities are being divided between them.)          

11. Termination. This Agreement will be terminated: (a) on the date mutually agreed in writing by the parties; or (b)   on the date when the Joint Venture is wound up by an order from a court; (c) for a Party, when it ceases to be a participant in the Joint Venture or (d) the completion of the works under the Joint Venture.  Termination of this Agreement will not prejudice any accrued rights or liabilities of a party.

If this Agreement either expires or is terminated, the Joint Venture shall be terminated as well, and all Parties obligations under this Agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect.

12. Books Of Account and Audit
12.1 Books:
a.   The Parties shall ensure that proper books of account of the Joint Venture shall be kept and may be examined by either of the Parties at any time. Each Party shall be at liberty to make such extracts there from as it may think fit by itself or its agents.

b.   The Committee shall ensure that the project manager shall each month report on the financial conditions of the Joint Venture and the progress of the works and that a copy of each such report is forwarded to the Parties.

12.2 Audits:
a.   An audit of the accounts of the Joint Venture shall be conducted not less than annually by auditors to be appointed by the committee.

b.   Upon the completion of the Project, a final audit shall be made and copies of such an audit shall be furnished to the Parties.
c.   
12.3 Bank Account:

a.   The Joint Venture shall operate a bank account with such bank as the Committee shall from time to time nominate into which the financial contributions of the Parties shall be deposited, for use in the set-up, operation, and administration of the Joint Venture.

b.   The bank account shall be opened in the name of the Parties or such business or firm name as the Parties shall agree and all cheques shall be signed by a representative nominated by First Party and countersigned by a representative nominated by Second Party.

c.   All the Joint Venture moneys shall as and when received be paid into or deposited with such bank to the credit of the Joint Venture and all costs of the Joint Venture shall be paid from such account.

12.4 Method of Accounting:

The Parties agree and understand that the method of accounting used by the project manager in accordance with the law for tax purposes shall be the __________method. The accounting year will be the calendar year.

13. Indemnity. 
a.      Each Party shall indemnify and keep indemnified the other Party from and against all and any loss, claim, damage, action, suit, demand, cost, interest, charges and expenses of any kind whatsoever which the other Party may suffer or incur or be called upon to suffer or incur by virtue of any breach or default by the first mentioned Party of any of its obligations or duties arising hereunder and each Party hereby indemnifies and undertakes to keep indemnified the other Party against all or any liability for loss or damage caused by an act, matter or thing done or omitted to be done on the part of the Party, its servants, employees, representatives or agents or as a consequence of the Party or its servants, agents, employees or representatives assuming any obligation or responsibility on behalf of the other Party.

b.  In the event of any litigation or arbitration arising out of the acts of the joint venture involving one or both members of the joint venture and any other party not a Party to this agreement the Parties hereby undertake and agree to share in the proportions:

   First Party:      ___________ percent;
   Second Party:  ___________ percent;

the costs of such litigation or arbitration.

14.  Confidentiality.  Any information pertaining to either Partys business to which the other Party is exposed as a result of the relationship contemplated by this Agreement shall be considered to be “Confidential Information.”  Neither Party may disclose any Confidential Information to any person or entity, except as required by law, without the express written consent of the affected Party.

15.  Further Actions.  The Parties hereby agree to execute any further documents and to take any necessary actions to complete the formation of the Joint Venture.

16.  Assignment.  Neither Party shall lease, sell, assign or in any other way transfer, mortgage, deal with or in any way encumber its interests in the joint venture or any part thereof without first obtaining the written consent of the other Party, which consent shall not be unreasonably withheld in the case of a mortgage, charge or lien or encumbrance where the same is created for the purposes of this Agreement or any obligation hereunder..  Except that if the assignment, sale, lease or transfer is pursuant to a sale of all or substantially all of a Partys assets, or is pursuant to a sale of a Partys business, then no consent shall be required.  In the event that an assignment sale, lease or transfer is made pursuant to either a sale of all or substantially all of the Partys assets or pursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment or transfer.

17.  Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of __________________, Australia, without regard to conflicts of law principles.

18.  Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

19.  Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

20.  Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed first class post, or delivered by overnight delivery service, addressed as follows:

   If to First Party:      
      
      
      

   If to Second Party:         
         
      
      

   If to Joint Venture:         
         
      
      

21.  Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

22.  Entire Agreement.   This Agreement constitutes the entire agreement between First Party and Second Party, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


FIRST PARTY

                  
Signature

                  
Print Name

                  
Title

SECOND PARTY

                  
Signature

                  
Print Name

                  
Title



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