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Draft a Joint Venture Agreement for two companies collaborating on a project.

Joint Venture Agreement

Introduction
Parties
Purpose of the Joint Venture
Joint Venture Company
Contributions
Management and Control
Profits and Losses
Dissolution
Confidentiality
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Notices
Severability
Amendments
Waiver
Binding Effect
Counterparts
Signatures

1. Introduction

This Joint Venture Agreement (the "Agreement") is made and entered into as of [DATE] by and between [COMPANY A NAME], a company duly incorporated and existing under the laws of [JURISDICTION], with its principal place of business at [ADDRESS] (hereinafter "Company A"), and [COMPANY B NAME], a company duly incorporated and existing under the laws of [JURISDICTION], with its principal place of business at [ADDRESS] (hereinafter "Company B").

2. Parties

The parties to this Agreement are collectively referred to as the "Parties" and individually as a "Party."

3. Purpose of the Joint Venture

The Parties agree to form a joint venture (the "Joint Venture") for the purpose of [STATE THE PURPOSE OF THE JOINT VENTURE].

4. Joint Venture Company

The Parties agree to form a joint venture company (the "Joint Venture Company") to carry out the purposes of the Joint Venture. The Joint Venture Company shall be incorporated under the laws of [JURISDICTION] and shall have the following characteristics:

Name: [NAME OF JOINT VENTURE COMPANY]
Registered Office: [ADDRESS]
Authorized Share Capital: [AMOUNT]
Shareholding: Company A shall hold [PERCENTAGE] of the shares in the Joint Venture Company, and Company B shall hold [PERCENTAGE] of the shares in the Joint Venture Company.

5. Contributions

The Parties agree to contribute the following to the Joint Venture:

Company A: [LIST CONTRIBUTIONS OF COMPANY A]
Company B: [LIST CONTRIBUTIONS OF COMPANY B]

6. Management and Control

The Joint Venture Company shall be managed by a Board of Directors (the "Board") consisting of [NUMBER] directors, with [NUMBER] directors appointed by Company A and [NUMBER] directors appointed by Company B. The Board shall have the following powers and responsibilities:

General Management: The Board shall have the general management and control of the Joint Venture Company.
Appointment of Officers: The Board shall appoint the officers of the Joint Venture Company.
Financial Matters: The Board shall be responsible for the financial affairs of the Joint Venture Company, including the approval of budgets and the payment of expenses.
Decisions: The Board shall make all decisions relating to the Joint Venture Company by a majority vote of the directors present at a meeting, provided that a quorum is present.

7. Profits and Losses

The profits and losses of the Joint Venture Company shall be allocated to the Parties in proportion to their respective shareholdings in the Joint Venture Company.

8. Dissolution

The Joint Venture shall be dissolved upon the occurrence of any of the following events:

Mutual Agreement: The Parties may agree to dissolve the Joint Venture at any time.
Expiration of Term: The Joint Venture shall automatically dissolve on [DATE].
Termination by a Party: Either Party may terminate the Joint Venture upon [NUMBER] days' written notice to the other Party.

Upon dissolution of the Joint Venture, the Joint Venture Company shall be liquidated and its assets shall be distributed to the Parties in proportion to their respective shareholdings.

9. Confidentiality

Each Party agrees to hold in confidence all confidential information of the other Party relating to the Joint Venture, including but not limited to:

Financial Information: Financial statements, budgets, and other financial data.
Technical Information: Technical specifications, designs, and processes.
Business Information: Marketing plans, customer lists, and other business information.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled by [METHOD OF DISPUTE RESOLUTION].

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION]. The Parties agree that the courts of [JURISDICTION] shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Company A: [ADDRESS]
If to Company B: [ADDRESS]

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

15. Amendments

This Agreement may be amended only by a written instrument signed by both Parties.

16. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought.

17. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

18. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[COMPANY A NAME]

By: [NAME]

Title: [TITLE]

[COMPANY B NAME]