Understanding the Joint Venture Agreement

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     The first issues that should be addressed for most startups, are determining the duties, responsibilities and expectations of the founders. Typically these and other important issues are best addressed in writing through a Joint Venture Agreement.  The Joint Venture Agreement should be well drafted and clearly set out the duties, responsibility and expectations, to avoid misunderstandings and broken promises.  Often when the stress rises, and the pressure is "on", people innocently forget what they promised.  The written agreement can prevent such forgetfulness or serve as a binding reminder.

     A Joint Venture Agreement Checklist is a useful, easy to use tool to help facilitate discussions, that are essential to the success of the business.  It will guide you through the important issues that will ultimately lead to the creation of the Joint Venture Agreement. 

       Some important issues to address in a Joint Venture Agreement typically include the following:

       a.   Agree on a definition for the "Purpose" of the Joint Venture. 

       b.   Agree on the type of entity under which the Joint Venture will operate (e.g. Corporation or Limited Liability Company (Partnerships typically not recommended because of liability issues)).  Will the entity be a "For-Profit" or "Non-Profit"?

        c.  Agree on a preferred name of the new Joint Venture entity.  Agree on back-up name of Joint Venture name, as your attorney may discover that use of the first choice may infringe upon someone's trademark.

        d.  Agree on what individuals will have day-to-day operations responsibility (officers/managers) and what individuals will have control over major decisions (directors/managers).

        e.  Agree on who will be responsible for making initial and subsequent contributions (monetary and other property) and the effect on the ownership interest.

        f.   Agree on what will happen if one party passes away?  Mandatory buyout? Role of heirs? (Nobody likes to talk about this subject, however, it is important to address this issue before starting the Joint Venture).

       g.   How many hours will each party be required to commit to the Joint Venture Project?  What happens to a party's ownership interest in the Joint Venture, if a party gets distracted, disinterested or affirmatively decides to place focus on some project other than the Joint Venture Project?

           The above is a brief summary of joint venture issues.  For a more in-depth Joint Venture Agreement Checklist, please submit the below request form and a Joint Venture Agreement Checklist will be forwarded to your e-mail address.

"Get the Ball Rolling." Request a Joint Venture Checklist today.

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DISCLAIMER: These materials have been prepared by Grenier Law Offices, PC for informational purposes only and are not legal advice. This information is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. Readers should not act upon this information without seeking direct professional counsel. See further notices in our Terms of Use.      michelle@contactmylawyer.com