JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT hereinafter referred to as ("the Agreement") is entered and made effective this ________ (the "Effective Date").
BETWEEN
________, an individual of the following address:
________
AND
________, an individual of the following address:
________
(each party shall be referred to as the "Party" and collectively be referred to as the "Parties").
WHEREAS
A. Each of the the Parties desire to enter into a joint venture which is particularly described below.
B. The Parties desire to create a written agreement containing the terms and conditions of their joint venture.
IN CONSIDERATION of the mutual covenants, promises and valuable consideration (the receipt of which is hereby acknowledged) the Parties hereby agree as follows:
1. FORMATION OF THE JOINT VENTURE
Subject to the terms and conditions of this Agreement, the Parties will enter a joint venture under the following name: ________ (the "Joint Venture") and the principal place of business of the Joint Venture shall be as follows:
________
2. PURPOSE OF THE JOINT VENTURE
The purpose of the Joint Venture shall be as follows (the "Purpose"):
________
3. INITIAL CAPITAL CONTRIBUTION
a. Each Party shall make the following contribution:
a. ________: ₦________ (________)
b. ________: ₦________ (________)
b. All capital contributions shall be deposited fully on or before ________.
4. ADDITIONAL CONTRIBUTIONS
All the Parties may contribute such additional capital in money, property or services as may be agreed by the Parties from time to time.
5. USE OF THE JOINT VENTURE FUNDS
a. The Joint Venture shall maintain a bank account (the "Bank Account").
b. The following Party(s) shall be responsible for opening and/or maintaining the Bank Account:
________
c. The Bank Account will be used to deposit all capital and additional contributions made by the Parties under this Agreement.
d. The funds of the Joint Venture shall be used solely in accordance and for the furtherance of the Purpose of the Joint Venture and no Party shall withdraw any portion of the funds without obtaining the express written consent of the other Party.
6. PROFIT AND LOSS DISTRIBUTION
a. The net profit or losses in the Joint Venture shall be distributed to Parties in equal shares.
b. The profit and losses will be distributed every month.
7. DUTIES AND OBLIGATIONS OF THE PARTIES TO THE JOINT VENTURE
For the effective organization of the Joint Venture, the Parties shall have the following obligations:
a. ________:
________
b. ________:
________
In addition to the duties and obligations stated above, the Parties covenant as follows:
(I) to comply and fulfill their obligations under this Agreement;
(II) to act reasonably and act in utmost good faith;
(III) not to engage or participate in any activity or business that will have detrimental effect on the Joint Venture;
(IV) to act reasonably at all time and in accordance with the Purpose of this Agreement; and
(V) to use sound commercial practices and expertise in conducting the business of the Joint Venture.
8. MANAGEMENT OF THE JOINT VENTURE
a. The following party(s) shall oversee the management of the Joint venture: ________ (The "Manager").
b. The duties and obligations of the Manager are but not limited to the following:
(I) overseeing the day to day management of the Joint Venture;
(II) keeping or overseeing the keeping of accurate records of the Joint Venture;
(III) supervising the financial affairs of the Joint Venture; and
(IV) overseeing the preparation of annual reports, audits and any reports necessary for the Joint Venture.
c. The Manager shall be entitled to the following remuneration: ₦________ (________) per month.
9. APPOINTMENT AND REMOVAL OF THE MANAGER
a. Subject to the provisions of this Agreement, the procedure for the appointment of a Manager of this Joint Venture shall be as follows:
________
b. The Manager of this Joint Venture shall be removed if any of the following occurs:
________
c. The Manager of the Joint Venture shall be removed in the following manner:
________
10. MEETINGS AND DECISION MAKING
a. Subject to the provisions of this Agreement, all decisions of the Parties shall be by a unanimous consent of the Parties.
b. All votes cast by the Parties shall carry 1 (one) vote each.
c. The quorum for a meeting of the Parties shall be 2 (two).
d. Meetings shall be convened at regular intervals by providing a reasonable notice to all the Parties specifying the agenda of the meeting.
e. Any Party can call a special meeting to tackle issues that require a vote by providing reasonable notice to the other Party.
f. All meetings will be held at a reasonable time and location.
11. ACCOUNTING RECORDS
The accounting records of the Joint Venture shall be kept in accordance with the International Financial Reporting (IFRS).
12. TERM AND TERMINATION
a. The Joint Venture shall be terminated on ________. The Joint Venture may be terminated on an earlier date if the Purpose for which this Joint Venture was established has been fulfilled.
b. This clause shall not affect the right of any accrued rights and liabilities of any Party under this Agreement without prejudice to any rights and remedies any Party may be entitled to.
c. At the termination of the Joint Venture, the Parties may divide the Joint Venture and all the assets thereof in equal shares.
13. INSURANCE
The Parties shall obtain and maintain the appropriate insurance for the Joint Venture from a reputable insurance company.
14. CONFIDENTIALITY OBLIGATIONS
a. Each Party acknowledges that they may have access to non-public Confidential Information and may also possess Trade Secret Information regarding the business operation of this Joint Venture. The Parties agree that such information is valuable and agree to maintain the secret nature of the information. The Parties also acknowledge that depending on the circumstance, they may become the Disclosing Party or Receiving Party. In such terms, this confidential provisions shall be binding on the Receiving Party and enforceable by the Disclosing Party.
b. Confidential Information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing any written material or any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
c. Trade Secret Information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
d. The Parties hereby agree as follows:
(I) to take proper and reasonable measures to ensure the confidentiality of the proprietary information under this Agreement;
(II) not to make public or disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Joint Venture;
(III) not to use the Confidential Information for any purpose other than the Purpose for which this Agreement was made;
(IV) not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
15. INTELLECTUAL PROPERTY
Each Party agrees that any intellectual property including but not limited to plans, drawings, reports, programmes, designs methodologies, and other intellectual property, developed, made, or discovered by the Party before or during the formation of the Joint Venture, and during the course of performing the Party's duties, shall be the property of the Joint Venture. The Parties hereby assign to the Joint Venture all proprietary rights, title, and interest in any intellectual property, including copyrights, patents, trademarks, and other intellectual property relating to the Joint Venture.
16. NON-COMPETITION AND NON-SOLICITATION
a. The Parties agree not to directly or indirectly engage in any business which is in competition with the Joint Venture business.
b. Directly or indirectly engaging in the competitive business includes but not limited to the following:
(I) engaging in the competitive business as an owner, partner, or agent;
(II) becoming an employee, director, adviser, independent contractor, or work directly or indirectly for any third party that is engaged in the business similar to that of the Joint Venture;
(III) soliciting or procuring any business with any client or customer of the Joint Venture;
(IV) soliciting or hiring or attempting to solicit or hire any party contracted to work as employees, independent contractors, service providers or other paid work for the Joint Venture;
(V) soliciting or attempting to solicit or encouraging the solicitation of any customer/client of the Joint Venture.
c. This covenant shall apply to all the Parties during the period of this Joint Venture and for the following period after termination: ________ to the following geographical area:
________
17. EXCLUSIVITY PROVISIONS
No Party shall at any period, during the period of this Joint Venture, engage or conduct any related business transaction with any other party other than the other Party to this Agreement.
18. DISPUTE RESOLUTION
a. The Parties agree that they shall use their best endeavours to negotiate and settle any dispute or difference of opinion arising from or connected with this Agreement amicably.
b. Any dispute which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004.
c. The Arbitrators shall be appointed by the Parties.
d. The venue of Arbitration shall be the following place:
________
e. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
19. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.
21. VARIATION
This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.
22. 2855585
822 2252 25 252888822 22 2588 825222222 252 82 858825 82 8582822 52 522 2822 82 252 25522 22282825 22 8585 8222282. 82 52852, 22888822 22 25258882 522 58252 85588 222 82 822825525 58 858825.
23. 8855855
888 2228828 52525 2588 825222222 2582 82 8582822. 552 2228828 85588 82 528882525 282525 2258225882 25 258825 82 5 825282825 2588 22 252 22525 25522'8 5555288.
552 555528828 252 82 8552225 82 282525 25522 52 522 2822 82 252885822 222882 22 252 22525 25522.
24. 2585858 855588885
552 2552828 85588 2528522 525 5288825 588 8585 528522228 525 2522 588 8585 5828228 525 588 82228 22 2528552 252 22522525282 22 588 8585 5828 58 252 82 228288552 25 8288522258 22 2882 222282 22 252 2528888228 22 2588 825222222.
25. SEVERABILITY
If any part of this Agreement is held unenforceable, the remaining parts of the of this Agreement shall continue to be in force and have effect.
26. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named ________
_______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within named ________
_______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT hereinafter referred to as ("the Agreement") is entered and made effective this ________ (the "Effective Date").
BETWEEN
________, an individual of the following address:
________
AND
________, an individual of the following address:
________
(each party shall be referred to as the "Party" and collectively be referred to as the "Parties").
WHEREAS
A. Each of the the Parties desire to enter into a joint venture which is particularly described below.
B. The Parties desire to create a written agreement containing the terms and conditions of their joint venture.
IN CONSIDERATION of the mutual covenants, promises and valuable consideration (the receipt of which is hereby acknowledged) the Parties hereby agree as follows:
1. FORMATION OF THE JOINT VENTURE
Subject to the terms and conditions of this Agreement, the Parties will enter a joint venture under the following name: ________ (the "Joint Venture") and the principal place of business of the Joint Venture shall be as follows:
________
2. PURPOSE OF THE JOINT VENTURE
The purpose of the Joint Venture shall be as follows (the "Purpose"):
________
3. INITIAL CAPITAL CONTRIBUTION
a. Each Party shall make the following contribution:
a. ________: ₦________ (________)
b. ________: ₦________ (________)
b. All capital contributions shall be deposited fully on or before ________.
4. ADDITIONAL CONTRIBUTIONS
All the Parties may contribute such additional capital in money, property or services as may be agreed by the Parties from time to time.
5. USE OF THE JOINT VENTURE FUNDS
a. The Joint Venture shall maintain a bank account (the "Bank Account").
b. The following Party(s) shall be responsible for opening and/or maintaining the Bank Account:
________
c. The Bank Account will be used to deposit all capital and additional contributions made by the Parties under this Agreement.
d. The funds of the Joint Venture shall be used solely in accordance and for the furtherance of the Purpose of the Joint Venture and no Party shall withdraw any portion of the funds without obtaining the express written consent of the other Party.
6. PROFIT AND LOSS DISTRIBUTION
a. The net profit or losses in the Joint Venture shall be distributed to Parties in equal shares.
b. The profit and losses will be distributed every month.
7. DUTIES AND OBLIGATIONS OF THE PARTIES TO THE JOINT VENTURE
For the effective organization of the Joint Venture, the Parties shall have the following obligations:
a. ________:
________
b. ________:
________
In addition to the duties and obligations stated above, the Parties covenant as follows:
(I) to comply and fulfill their obligations under this Agreement;
(II) to act reasonably and act in utmost good faith;
(III) not to engage or participate in any activity or business that will have detrimental effect on the Joint Venture;
(IV) to act reasonably at all time and in accordance with the Purpose of this Agreement; and
(V) to use sound commercial practices and expertise in conducting the business of the Joint Venture.
8. MANAGEMENT OF THE JOINT VENTURE
a. The following party(s) shall oversee the management of the Joint venture: ________ (The "Manager").
b. The duties and obligations of the Manager are but not limited to the following:
(I) overseeing the day to day management of the Joint Venture;
(II) keeping or overseeing the keeping of accurate records of the Joint Venture;
(III) supervising the financial affairs of the Joint Venture; and
(IV) overseeing the preparation of annual reports, audits and any reports necessary for the Joint Venture.
c. The Manager shall be entitled to the following remuneration: ₦________ (________) per month.
9. APPOINTMENT AND REMOVAL OF THE MANAGER
a. Subject to the provisions of this Agreement, the procedure for the appointment of a Manager of this Joint Venture shall be as follows:
________
b. The Manager of this Joint Venture shall be removed if any of the following occurs:
________
c. The Manager of the Joint Venture shall be removed in the following manner:
________
10. MEETINGS AND DECISION MAKING
a. Subject to the provisions of this Agreement, all decisions of the Parties shall be by a unanimous consent of the Parties.
b. All votes cast by the Parties shall carry 1 (one) vote each.
c. The quorum for a meeting of the Parties shall be 2 (two).
d. Meetings shall be convened at regular intervals by providing a reasonable notice to all the Parties specifying the agenda of the meeting.
e. Any Party can call a special meeting to tackle issues that require a vote by providing reasonable notice to the other Party.
f. All meetings will be held at a reasonable time and location.
11. ACCOUNTING RECORDS
The accounting records of the Joint Venture shall be kept in accordance with the International Financial Reporting (IFRS).
12. TERM AND TERMINATION
a. The Joint Venture shall be terminated on ________. The Joint Venture may be terminated on an earlier date if the Purpose for which this Joint Venture was established has been fulfilled.
b. This clause shall not affect the right of any accrued rights and liabilities of any Party under this Agreement without prejudice to any rights and remedies any Party may be entitled to.
c. At the termination of the Joint Venture, the Parties may divide the Joint Venture and all the assets thereof in equal shares.
13. INSURANCE
The Parties shall obtain and maintain the appropriate insurance for the Joint Venture from a reputable insurance company.
14. CONFIDENTIALITY OBLIGATIONS
a. Each Party acknowledges that they may have access to non-public Confidential Information and may also possess Trade Secret Information regarding the business operation of this Joint Venture. The Parties agree that such information is valuable and agree to maintain the secret nature of the information. The Parties also acknowledge that depending on the circumstance, they may become the Disclosing Party or Receiving Party. In such terms, this confidential provisions shall be binding on the Receiving Party and enforceable by the Disclosing Party.
b. Confidential Information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing any written material or any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
c. Trade Secret Information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
d. The Parties hereby agree as follows:
(I) to take proper and reasonable measures to ensure the confidentiality of the proprietary information under this Agreement;
(II) not to make public or disclose in whole or part, any information relating to the practice, business dealings or other matters relating to this Joint Venture;
(III) not to use the Confidential Information for any purpose other than the Purpose for which this Agreement was made;
(IV) not to disclose the Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
15. INTELLECTUAL PROPERTY
Each Party agrees that any intellectual property including but not limited to plans, drawings, reports, programmes, designs methodologies, and other intellectual property, developed, made, or discovered by the Party before or during the formation of the Joint Venture, and during the course of performing the Party's duties, shall be the property of the Joint Venture. The Parties hereby assign to the Joint Venture all proprietary rights, title, and interest in any intellectual property, including copyrights, patents, trademarks, and other intellectual property relating to the Joint Venture.
16. NON-COMPETITION AND NON-SOLICITATION
a. The Parties agree not to directly or indirectly engage in any business which is in competition with the Joint Venture business.
b. Directly or indirectly engaging in the competitive business includes but not limited to the following:
(I) engaging in the competitive business as an owner, partner, or agent;
(II) becoming an employee, director, adviser, independent contractor, or work directly or indirectly for any third party that is engaged in the business similar to that of the Joint Venture;
(III) soliciting or procuring any business with any client or customer of the Joint Venture;
(IV) soliciting or hiring or attempting to solicit or hire any party contracted to work as employees, independent contractors, service providers or other paid work for the Joint Venture;
(V) soliciting or attempting to solicit or encouraging the solicitation of any customer/client of the Joint Venture.
c. This covenant shall apply to all the Parties during the period of this Joint Venture and for the following period after termination: ________ to the following geographical area:
________
17. EXCLUSIVITY PROVISIONS
No Party shall at any period, during the period of this Joint Venture, engage or conduct any related business transaction with any other party other than the other Party to this Agreement.
18. DISPUTE RESOLUTION
a. The Parties agree that they shall use their best endeavours to negotiate and settle any dispute or difference of opinion arising from or connected with this Agreement amicably.
b. Any dispute which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004.
c. The Arbitrators shall be appointed by the Parties.
d. The venue of Arbitration shall be the following place:
________
e. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
19. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.
21. VARIATION
This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.
22. 2855585
822 2252 25 252888822 22 2588 825222222 252 82 858825 82 8582822 52 522 2822 82 252 25522 22282825 22 8585 8222282. 82 52852, 22888822 22 25258882 522 58252 85588 222 82 822825525 58 858825.
23. 8855855
888 2228828 52525 2588 825222222 2582 82 8582822. 552 2228828 85588 82 528882525 282525 2258225882 25 258825 82 5 825282825 2588 22 252 22525 25522'8 5555288.
552 555528828 252 82 8552225 82 282525 25522 52 522 2822 82 252885822 222882 22 252 22525 25522.
24. 2585858 855588885
552 2552828 85588 2528522 525 5288825 588 8585 528522228 525 2522 588 8585 5828228 525 588 82228 22 2528552 252 22522525282 22 588 8585 5828 58 252 82 228288552 25 8288522258 22 2882 222282 22 252 2528888228 22 2588 825222222.
25. SEVERABILITY
If any part of this Agreement is held unenforceable, the remaining parts of the of this Agreement shall continue to be in force and have effect.
26. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named ________
_______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED by the within named ________
_______________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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