Joint Venture Agreement Template - 2 Parties, Project Collaboration - South Africa

A joint venture agreement template South Africa businesses can use when two companies work together on a single project.

Joint Venture Agreement Template - 2 Parties, Project Collaboration - South Africa

 Collaboration on a Joint Project

2 Parties

Summary A Joint Venture Agreement can be used if you’re planning to enter into a collaborative arrangement with a business associate, working together on a joint project, eg. conceptualising, planning, developing, marketing and selling a product, idea or concept. The Collaboration Agreement sets out each party’s rights and obligations, and includes reference to expenditure, profits, ownership and confidentiality, amongst other things.

Who should use this Joint Venture Agreement? A Joint Venture Agreement can assist you to set out the terms of your relationship with your business associate, including intellectual property, confidentiality and financial arrangements. Any two persons or entities that want to collaborate or enter into a joint venture to bring a concept or idea to fruition can use this Joint Venture Agreement.

More than two persons? Have a look at our Joint Venture Agreement for Collaboration in a Joint Project for 3 or more parties.

What does the JV agreement say? The template JV Agreement consists of: Parties; Introduction; Relationship and Process; Intellectual Property Rights; Confidential Information; Term and Termination; Disbursements and Profits; Roles and Responsibilities; Costs; Breach; Dispute Resolution; General.

What does the agreement look like? The sample Joint Venture terms and conditions can be printed onto eight pages.

 What do you need to do to use the agreement?

• Read the template Collaboration Agreement to ensure that it suits your requirements. Make any changes as you may require.
• Ensure that the blanks have been filled in, including details of each party’s roles and responsibilities in clause 8.

Joint Venture Agreement – what other documents do I need? When you’re entering into a joint venture or collaboration with a business associate, it is recommended that you get a Confidentiality Agreement signed. (Also known as a Non-Disclosure Agreement.)

Also known as: Collaboration Agreement; Collaboration Contract; Joint Venture Arrangement; Joint Venture Terms and Conditions; Joint Venture Contract.

Also viewed: Contractor Agreement

The Benefits of using our Joint Venture Agreement template:

A Joint Venture Agreement Template (JVA) is a legal contract between two parties who wish to collaborate on a project. It is used to outline the terms and conditions of their joint venture and to protect their interests in the project to ensure project success.

Using a joint venture agreement template can be beneficial as it provides a standardized framework that can be customized to fit the needs of the parties involved.

It can also help ensure that important clauses and protections enjoy the full force of the agreement and are included in the agreement.

Such as:

• The Joint Venture Agreement template is a written agreement which typically includes such provisions as a joint venture description, where is a registered office located, the joint venture's management structure, management team, the date on which the joint venture formed, and will be of full force and effect, bank account details and the financial contributions of each party to the joint venture agreement and establishes business relationships.
• It may also include clauses related to the ownership of intellectual property in joint ventures, non-disclosure agreements, any written consent requires by either party, and the termination of the joint venture agreement.
• The Joint Venture Agreement will stipulate the mutual covenants and obligations of the parties involved in the joint venture and that the parties recognize that it may require prior written consent for certain actions conducted in the course of a normal business day, such as attempting to assign the agreement or making additional financial contributions.
• The joint venture agreement may also specify that any net income accruing from the joint venture will be distributed equally between the parties to the joint venture.
• The Joint venture agreement will also include details on the governing law applicable to joint ventures, applicable law principles, and the competent jurisdiction in which any disputes arising from the joint venture will be resolved. It may also require that written notice be given for certain actions and may specify the methods by which such notice can be given such as by way of telephone facsimile transmission, post with the fees of postage prepaid. If there has been a return receipt requested then the other party must abide thereby.
• In addition to the clauses mentioned above, a Joint Venture Agreement may also include provisions related to confidentiality and the use of confidential information due to the subject matter hereof. This may include restrictions on the use or disclosure of confidential information obtained during the joint venture partnership and such assignment is done by way of a non disclosure agreement contained within the joint venture agreement. Should the assigning party discover that these terms have been breached it may constitute action such as termination of the entire agreement, among other things. Such termination will be seen as just.
• The Joint venture agreement may specify that neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This joint venture agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties.
• The joint venture agreement may also specify the initial contribution of each party to the joint venture and the roles and responsibilities of the management team. It may detail the following positions, such as CEO, CFO, and other key positions, and may require that major decisions be made by a majority vote of the parties involved in the joint venture agreement.

It is important to note that a Joint Venture Agreement is a legally binding contract, and as such, any amendments or changes to the agreement must be made in writing and executed by both parties.

The joint venture agreement may also specify the methods by which such amendments or changes can be made, such as through confirmed telephonic transmission or personally delivered written notice upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back to such party.

The Joint Venture Agreement represents the entire agreement between the parties, superseding all prior contemporaneous communications and discussions, and outlines the obligations and responsibilities of such parties in the joint venture agreement.

The joint venture agreement may also include provisions related to the permitted assigns of each party, the maximum extent to which the provisions of the agreement are valid, and the obligation of each party to fulfill their obligations under the joint venture agreement.

A joint venture agreement can be extended past its initial period if it is mutually agreed by way of a written amendment which is deemed duly accepted any by which both parties hereto agree to either stick with any provisions valid under the original joint venture agreement template or to amend such provisions and set new obligations hereunder.

The amendment the parties desire of such initial term of the joint venture agreement will be seen as duly executed and the written amendment executed once signed by each party hereto.

A free joint venture agreement can be found online but the free joint venture agreement may not particularly include all the necessary checks and balances required in accordance with the law.

Finally, the Joint Venture Agreement may include related documents, such as a non-disclosure agreement entered into by the parties or a document outlining the registered office located for the joint venture partnership.

The parties hereto may expressly stipulate any other fiduciary relationship they desire in the joint venture agreement.

Overall, a well-drafted joint venture agreement can provide important protections for both parties and help ensure the success of the project collaboration.

When to use a joint venture agreement

A joint venture is two businesses working together on one project without merging. Each keeps its own company, its own staff and its own other work. What they share is this project, and that is what the agreement pins down.

Most joint ventures fall apart over the same three things: who contributes what, how the money is split, and what happens when one side wants out. Write those down first and the rest usually follows.

Who this template is for

Two businesses collaborating on a project, a tender, a development or a client contract, who want the arrangement recorded before work starts.

What you get

• An editable document in Microsoft Word, plus a PDF copy
• Wording drafted and reviewed by a lawyer
• A structure for two parties collaborating on a defined project
• Instant download after purchase

The parts worth thinking through

• What each party actually contributes, in money, people, equipment or access
• How profits and losses are split, and when payments happen
• Who makes decisions, and what needs both parties to agree
• Who owns any intellectual property created during the project
• How the venture ends, and what happens to work in progress

Good to know

A joint venture agreement is a template for you to adapt, not legal advice on your arrangement. Depending on how it is structured, a joint venture can carry tax and liability consequences for both businesses, so it is worth having an attorney and your accountant look at the final version before signing.

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