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A joint venture agreement is a contract that legally ties two or more parties together to form a single-entity partnership. Because there is a lot at stake with any joint venture, having an iron-clad contract is critical. The following are key elements every joint venture contract should have, according to contract lawyers.
Getting a joint venture off the ground means each party needs to contribute something. This can mean start-up capital, services, advising, and more. Explain this within the contract in detail. For example, if each party must contribute capital, exactly how much is each contributing. If one party is offering a service, what is the scope of this service and how often will it be rendered? Word this in a way that removes ambiguity.
It is tempting to say that each party owns equal shares of the business and gets equal parts of the revenue, but a better idea is ensuring that the percentage of ownership and profit reflects what each party is contributing. It is important to look at this in terms of more than capital. Sometimes, offering services and functioning as a consultant can have more authentic value than just investing money into a business.
With most business ventures, there will be numerous day-today responsibilities that keep the company operational. Your joint venture agreement should outline what these operations responsibilities are and who is in charge of them. In many cases, these will be delegated to employees or outsourced to someone like an accountant. However, even if it isn’t one of the parties of the venture completing the work, your contract should still specify who is.
Every contract should specify the date it goes into effect as this determines at what point the parties are being held to the other terms in the agreement. In some cases, an exact end date may also be beneficial. If you see your agreement as open-ended, you could specify a review or renewal date rather than an end.
Because each party has ownership of the venture, they are likely to assume they have the right to use branding elements and intellectual property as they please. However, misuse of these items can negatively impact the joint venture. Clearly outline any restrictions on the use of branding and intellectual property in the joint venture to prevent disagreements and protect the business.
When outlining this, consider two distinct possibilities: a party not being able to perform their duties due to something such as an illness, and a party being unable to perform their duties due to their own choice. In the first case, you might want to give the party a chance to recover and make up for their lacking contributions, while in the other, it is best to default to consequences.
Your joint venture agreement may need to end abruptly for any number of reasons, including one or more parties wanting out of the agreement or the failure of the business. Your termination clause needs to specify how this will be handled, including who must cover what expenses and if a party must pay a specific amount to leave the agreement.
Creating a joint venture agreement can be stressful, as you do not want to leave any loopholes in the language you use. Instead of attempting to craft an agreement on your own, turn to ContractsCounsel. Through our boutique marketplace, you can receive quotes from vetted attorneys who not only create joint venture agreements but also understand the nuance of your industry. Work with ContractsCounsel to get the help you need at a price that works for you.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Experienced attorney and tax analyst with a history of working in the government and private industry. Skilled in Public Speaking, Contract Law, Corporate Governance, and Contract Negotiation. Strong professional graduate from Penn State Law.
Over 30 years of experience practicing commercial real estate and complex business litigation law.
Current practice includes: employment law, family law, business law and personal injury.
John Mercer is a distinguished corporate counsel who is well-known for turning legal challenges into strategic assets. He possesses a deep understanding and expertise in intellectual property (IP), compliance, and corporate law, particularly in the pharmaceutical and biotechnology sectors. His proficiency lies in transforming legal complexities into strategic advantages, ensuring operational excellence, and driving innovation forward. John excels at safeguarding an organization's legal interests and integrity, ensuring operations adhere to the law. As a strategic leader, John excels at safeguarding an organization’s legal interests and integrity, ensuring operations adhere to the law. He also brings immense value to his profession through his skills in drafting, negotiating, and managing significant agreements that secure organizational interests with widespread industry impact. His unparalleled expertise in legal advisories significantly enhances compliance and develops risk management frameworks that protect and advance company ambitions. Moreover, John's command over patent and trademark portfolios, alongside his ability to drive innovation initiatives and design incentive schemes, substantially bolsters intellectual property prowess. John's areas of expertise are extensive, covering skills vital to corporate law, legal contract negotiations, material transfer agreements, and more. He is particularly adept in regulatory compliance, legal consulting, clinical trials, biotechnology, patents, and patent portfolio analysis, to name a few. His leadership is complemented by active listening, analytical thinking, problem-solving abilities, and other soft skills that make him a leader and visionary.
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I worked in the Intellectual Property Group at Fidelity Investments for almost 25 years, including managing the group from 2017-2021. I managed and developed the same high-performing group of three legal professionals from 2007-2021. Early in my career at Fidelity, I focused primarily on trademark matters, including trademark searching and clearance, as well as enforcement of trademark rights. In fact, I created Fidelity's trademark and brand protection programs and advanced them over more than two decades, eventually bringing the domestic trademark portfolio in-house and realizing savings of well over $2 million in outside counsel expenses for searching, prosecution and maintenance of US registrations from 2008-2021. Fidelity put me through law school, and I continued working full time while attending law school at night over four years. Upon graduation and passing the bar in 2006, I was promoted to an attorney position effective 1/1/2007. My practice broadened, and I began working on more transactional matters. I became a key transactional attorney for major technology groups and businesses within Fidelity, and negotiated numerous mission critical tech deals, transforming Fidelity's business. I provided transactional and IP support for Fidelity's software development and services affiliate in Ireland, and worked extensively with many of Fidelity's other foreign affiliates. Fidelity's General Counsel handpicked me to provide transactional and IP support to a new business initiative in 2017. That initiative became fintech startup Akoya, LLC, a paradigm-shifting business that enables secure, customer-controlled sharing of personal financial information between financial institutions and service providers. I developed template agreements between Akoya and data providers (financial institutions) and also between Akoya and data recipients (e.g. tax preparation services and financial advisors). Akoya had matured enough to be spun out by Fidelity in early 2020 to a consortium of financial services companies. In 2021, Fidelity offered a voluntary buyout to long-tenured associates, and following the pandemic, coupled with the financial and health benefits included in the package, it was an offer I could not refuse. Days later, my elderly father-in-law broke his hip, and my wife and I became his primary caregivers. It's been a blessing that I was able to contribute to his care and alleviate some of the burden on my wife. He is now in a long-term care facility, and I am eager to return to work as in-house counsel, whether on a contract basis, part time or full time. I did work briefly as a sole practitioner in 2021 and 2022, primarily helping friends, family and pro bono clients with NDAs, business formation issues, consulting agreements and license agreements. From August 2022 - July 2023, I was on the staff of Flex by Fenwick, an in-house counsel on demand business that is a subsidiary of the IP firm Fenwick & West, but did not get any engagements. My wife and I have volunteered for over a year with a dog rescue, Last Hope K9 Rescue, and have fostered several dogs, and adopted two of them!
