Joint Venture Contract

Description

A model contract which governs the relationship between two companies which set up a third company (the Joint Venture) with the intention of jointly establishing an activity with its own objectives: research, distribution and marketing, manufacturing, etc.

The contract establishes all the agreements necessary to start up and then manage the Joint Venture. In the issues of greatest importance (the company’s object, capital stock, valuing of contributions made, organization and administration, decision-taking, trouble-shooting), a number of alternatives of wording are offered in order for the most appropriate one to be chosen depending on each situation. It is also makes reference to the viability studies prior to the setting-up of the company and the financing of its costs.

The language of this contract is English. It is available also in Spanish, French and German.

This is a model of Joint Venture Contract suitable for companies based in the same country. If the two companies that create the Joint Venture are based in different countries the International Joint Venture Contract should be used.

Index of the Contract

Parties Recitals Articles ----------------- 1. Object of the Joint Venture 2. Territory 3. Feasibility Study 4. Constitution of Joint Venture 5. Term 6. Capital Stock 7. Contributions from stockholders 8. Contribution of intangible assets 9. Responsibility of contributions

10. Valuing contributions 11. Technical or commercial commitments 12. Organization 13. Administration and management 14. Representation 15. Responsibility 16. Default of obligations 17. Accounts 18. Auditors 19. Share of profits and losses 20. Access to information 21. Agreement not to compete

22. The taking of decisions 23. Impasse 24. Restrictions on transfer of Stock 25. Change in the control of one Party 26. Replacement of one Party 27. Warning of termination of Joint Venture 28. Termination of Joint Venture 29. Liquidation of Joint Venture 30. Continuity of Joint Venture by one Party 31. Force Majeure 32. Prohibition of granting rights or obligations to third parties

33. Confidentiality 34. Expenses prior to the establishment of the Joint Venture 35. Other costs and taxation 36. Resolution of disagreement 37. Applicable law and competent jurisdiction ------------------ Signatures Annexes

Contracts in other languages	Bestsellers Contracts
Joint Venture in other languages: • Joint Venture Contract in Spanish • Joint Venture Contract in French • Joint Venture Contract in German	•   Distribution Contract •   Sales Representative Agreement •  Commission Contract •  Franchise Contract •  Consulting Contract