Joint Venture Agreement

Joint Venture Agreement is an agreement between you and your partners that sets out the duties and obligations of the partners to each other and to the joint venture. Your Joint Venture Agreement does not have to be filed or registered.

Select the province in which the joint venture will primarily do business. The laws of the province you select will be used to develop this agreement.

Choose a business name that is unique and different from any other existing business name. Click here for name rules.

Choose a business name that is unique and different from any other existing business name.

A member can be a person (individual), or a business entity such as a corporation or a partnership.

Capital contributions could include cash, resources, or services. Provide an accurate description including quantities and amounts.

Enter the duties specific to each member. Some members may be providing research and management skills while other members may be providing only equipment or funding.

Distributions:

• Equal share - is where profits (or losses) are distributed equally among members;
• Fixed percentage - is where profits (or losses) are distributed as a fixed proportion or percent share of the total profits (or losses).

Each member will provide one or more representatives. These representatives will make up the management committee. Each representative will have the authority to bind their respective member in decisions relating to the venture. The management committee may appoint one or more business managers.

The board of directors will decide major issues concerning the venture. Individual directors are appointed by agreement between all members. The board of directors and each individual director will have a primary duty to the best interest of the venture and not directly to any individual member. The board of directors may appoint one or more managers.

You can end your joint venture by vote, or the members can agree in advance that the joint venture will end on a specified date (fixed term joint venture).

A non-compete clause restricts the receiving party from starting a competing company or disclosing confidential information to competitors. It’s important to note that it cannot prevent people from working for competitors.

-If your restriction is broader or longer than the court feels is reasonable, a judge may strike the clause from the contract, or in some jurisdictions, may reduce the clause to be reasonable.
-However, you should not rely on a judge to rewrite your clause. You should ensure that your restriction is reasonable.

-Confidential information would include all information that is provided by one of the members to the joint venture that is not common knowledge or already in the public domain.
Confidential information does NOT include the following:

• Information that is already known in the industry
• Information that becomes publicly known through no fault of the recipient
• Information already rightfully in the possession of the recipient
• Information created by the recipient through independent research
• Information rightfully disclosed and obtained from a third party

Duties of confidentiality are the obligations put on each of the members to not reveal any secret or proprietary information shared with the venture by any of the other members. These duties can extend beyond the formal end of this agreement.

Mediationis a non-adversarial process where a neutral third party (mediator) helps resolve a dispute. The mediator does not have the power to impose a decision on the parties. If a satisfactory resolution cannot be reached, then the parties may have to use an alternate method of dispute resolution, or possibly a lawsuit.
Arbitrationis a method of alternative dispute resolution in which the disputing parties agree to abide by the decision of an impartial arbitrator. The parties work together to select an arbitrator. When parties submit to arbitration, the decision of the arbitrator is final and binding.

Use plain English. This will reduce confusion. Each extra clause should be one paragraph only.

Defined Terms:

• Use of defined terms reduces the possibility of ambiguity in interpreting the document.
• By legal writing convention terms are defined when they first appear by use of brackets, parentheses and initial capital, e.g. (the "Agreement").
• Thereafter that word with an initial capital carries the meaning of the defined term.

Additional tips:

• Always use the same name when describing a person or object more than once.
• Don’t address or contradict an issue that has already been answered in the questionnaire.
• Don't use "I", "us", "we", "you" or "they" when referring to the parties to the contract. This is ambiguous and confusing.
• Don’t abbreviate words.
• Spell-check.

You do not need to file your Joint Venture Agreement. Your Joint Venture Agreement is simply an agreement between the members.

-It is a good idea to have your signatures witnessed even though most documents and contracts do not require a witness for them to be legally valid.
-Many banks and other institutions have their own internal policies about signing requirements and may refuse to accept documents that are not witnessed regardless of the fact that the documents are legally valid. If you want to avoid bureaucratic hold-ups, it may be a good idea to have your document witnessed.