Joint Venture Agreement
A well-drafted Joint Venture Agreement will:
Information & Benefits:
What rights and obligations does a partner have following early exit from the joint venture? Include Rights of First Refusal and Buy-Sell provisions.
Compliance with Applicable Law
Compliance with all applicable laws, regulations, rules and orders of governmental authorities is imperative because non-compliance could have a material adverse effect on the business affairs or financial condition of the Company.
No Restrictive Covenants
No Shareholder should enter into any agreement which would impair or inhibit the Company's ability to conduct its business as contemplated herein or otherwise frustrate the Joint Venture.
Each party should have all requisite authority to enter into the Joint Venture Agreement and to consummate the transactions contemplated.
Each Shareholder represents and warrants that it will use all commercially reasonable efforts to obtain any and all approvals or consents of, and to make all notices and filings with, all governmental authorities necessary for the Shareholders to enter into this Joint Venture Agreement and for the Company to conduct its Business as contemplated hereby, including, without limitation:
The Company should be the exclusive vehicle for the parties to pursue their business project or agenda.
Each party should agree that they will hold harmless and indemnify the Company and other partners from all costs and expenses associated with defending any action resulting from a violation of the Agreement.
The Agreement terminates when the business contemplated by the agreement is complete or: the Corporation ceases business; or declares bankruptcy, receivership, or it dissolves; or all the shareholders voluntarily agree to terminate it.
Such restrictive covenants offer the Company statutory remedies for violation and often prevent a Partner from unfairly competing against it or disclosing its confidential business information. As always, ensure any such restrictive covenant is within statutory parameters.
Mediation and Arbitration
Mediation and Arbitration should always specify a location in Client's jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publically available).
Always stipulate that the contract will be governed under whatever law the Client ordinarily conducts business. Always make sure that venue and jurisdiction are as convenient to client as possible.
No Modification or Waiver
No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.
Notices should always list the current and best addresses where each party may contact the other for whatever reason.
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