Joint Venture Agreement

A Joint Venture Agreement is an agreement between two or more parties to embark on a particular project. A joint venture is simply a partnership between two or more individuals or businesses who intend to accomplish a specific task or business goal. The joint venture is an entity which is separate and distinct from the parties. This means that the parties maintain their separate identities while participating in the joint venture. The joint venture can registered as a partnership or a limited liability company and can terminate at a specific period or upon the accomplishment of the desired purpose or goal.

This document shares similar features with a Partnership Agreement. However, the major distinguishing factor is that while the partnership is an ongoing and continuing enterprise, the joint venture is usually created for a specific purpose and terminates upon the fulfillment of that project.

In addition to this, unlike a partnership, the parties in a joint venture agreement maintain a separate and distinct personality different from the joint venture.

This document requires the following basic information:

• Names and addresses of the parties. In this document, the names and addresses of all the parties forming the joint venture will be required. Note that the parties to a joint venture may be individuals, companies or other organizations.
  
  
• Name of the joint venture. This is the name the parties intend to call the joint venture. Note that, the joint venture can be registered as a partnership or limited liability company.
  
  
• Purpose or aim of the joint venture. Every joint venture should have a specific purpose or project it intends to accomplish. For example, NNPC (Nigeria National Petroleum Corporation) may form a joint venture with Shell BP for the exploration of crude oil in Nigeria.
  
  
• Particulars of initial contribution by the parties. The parties to a joint venture are usually required to make contributions to the joint venture. This contribution may be monetary or any other valuable consideration (for example, real property like building or land, provision of service or any other valuable consideration).

• Profit and loss sharing. One benefit of a joint venture is that only one party does not bear all the losses as losses as well as profits are shared between the parties.

• Duties and obligations of the parties. Every party in a joint venture is expected to have specific tasks or duties they are required to fulfill.
  
  
• Management of the joint venture. The document requires information about the person who will oversee the management of the joint venture. Information like the name of the manager, the manager's remuneration, and the procedure for appointing and removing a manager of the joint venture.
  
  
• Meetings/Decision making. This includes information about the date, time and location of meetings, the quorum of meetings and the manner of voting for decisions or resolutions to be made at the meetings.
  
  
• Term and Termination. Joint ventures are usually created for a fixed period or the duration of a specific project. This means that it terminates at the expiration of the fixed period or upon the fulfillment of the joint venture's goal or project. This document also allows parties to include other circumstances that may warrant the termination of the joint venture (for example, the inability of parties to fulfill their obligations).

How to use this document

This document can be used by parties who intend to fulfill a particular purpose or pursuit together.

After filling out this form, all copies of this document should be signed by all the parties to the agreement. If either of the parties is a Nigerian company, either two directors or one director and one secretary should sign the document and affix the common seal of the company to the document.

If either of the parties is an organization other than a company, an officer of the organization should sign the document and ensure that a witness attests to the document by writing their name, address, occupation and signature in the row right below the signature of the officer in the document.

Applicable laws

The Companies and Allied Matters Act is applicable for the registration and overall regulation of the joint venture. The rules of general contract are also applicable to this document. The various legislation regulating the various sectors in Nigeria is also applicable.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.