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Provide a template for a Joint Venture Agreement in a real estate development project
Joint Venture Agreement Template for Real Estate Development in Kenya
Table of Contents
Introduction
Parties
Purpose of the Joint Venture
Project Description
Contributions
Management and Control
Distribution of Profits and Losses
Dissolution and Winding Up
Dispute Resolution
Confidentiality
Representations and Warranties
Entire Agreement
Governing Law and Jurisdiction
Notices
Severability
Amendments
Binding Effect
Waiver
Force Majeure
Entire Agreement
Governing Law and Jurisdiction
Notices
Severability
Amendments
Binding Effect
Waiver
Force Majeure
Miscellaneous
Signatures
1. Introduction
This Joint Venture Agreement (the "Agreement") is made and entered into as of [DATE] by and between [NAME OF PARTY 1], a [TYPE OF ENTITY] organized and existing under the laws of [JURISDICTION] (the "First Party"), and [NAME OF PARTY 2], a [TYPE OF ENTITY] organized and existing under the laws of [JURISDICTION] (the "Second Party").
2. Parties
The First Party and the Second Party are collectively referred to as the "Parties" and individually as a "Party."
3. Purpose of the Joint Venture
The purpose of this Joint Venture is to develop and operate a real estate development project (the "Project") located at [ADDRESS OF PROJECT] in [CITY, COUNTY] (the "Project Site").
4. Project Description
The Project shall consist of [DESCRIPTION OF PROJECT, INCLUDING TYPE OF DEVELOPMENT, NUMBER OF UNITS, AND ANY OTHER RELEVANT DETAILS].
5. Contributions
The Parties agree to contribute the following to the Project:
First Party: [DESCRIPTION OF FIRST PARTY'S CONTRIBUTIONS, INCLUDING CASH, LAND, EQUIPMENT, OR OTHER ASSETS].
Second Party: [DESCRIPTION OF SECOND PARTY'S CONTRIBUTIONS, INCLUDING CASH, LAND, EQUIPMENT, OR OTHER ASSETS].
6. Management and Control
Joint Venture Management Committee: A Joint Venture Management Committee (the "Committee") shall be established to manage the Project. The Committee shall consist of [NUMBER] members, with [NUMBER] members appointed by the First Party and [NUMBER] members appointed by the Second Party.
Decision-Making: The Committee shall make all decisions regarding the Project by a majority vote of its members.
Day-to-Day Operations: The day-to-day operations of the Project shall be managed by [NAME OF MANAGEMENT COMPANY], which shall be appointed by the Committee.
7. Distribution of Profits and Losses
Profit Sharing: The Parties shall share the profits of the Project in the following proportions: [PERCENTAGE] to the First Party and [PERCENTAGE] to the Second Party.
Loss Sharing: The Parties shall share the losses of the Project in the following proportions: [PERCENTAGE] to the First Party and [PERCENTAGE] to the Second Party.
8. Dissolution and Winding Up
Dissolution: This Agreement may be dissolved by mutual agreement of the Parties or upon the occurrence of any of the following events:
[LIST OF EVENTS THAT MAY LEAD TO DISSOLUTION, SUCH AS DEFAULT BY A PARTY, TERMINATION OF THE PROJECT, OR BANKRUPTCY].
Winding Up: Upon dissolution of this Agreement, the Parties shall wind up the Project and distribute the assets of the Project in accordance with the terms of this Agreement.
9. Dispute Resolution
Negotiation: The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations.
Arbitration: If the Parties are unable to resolve a dispute through negotiation, the dispute shall be settled by binding arbitration in accordance with the Arbitration Act, 1995. The arbitration shall be conducted in [CITY, COUNTY] and the language of the arbitration shall be [LANGUAGE].
10. Confidentiality
Confidential Information: Each Party agrees to hold confidential all information received from the other Party relating to the Project, including but not limited to financial information, business plans, and technical data.
Disclosure: Confidential information may only be disclosed to employees, agents, or advisors of the receiving Party who have a need to know such information and who are bound by confidentiality obligations.
11. Representations and Warranties
First Party: The First Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
Second Party: The Second Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
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. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.
14. 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 mail, return receipt requested, or sent by overnight courier service, addressed as follows:
If to the First Party: [ADDRESS OF FIRST PARTY]
If to the Second Party: [ADDRESS OF SECOND PARTY]
15. 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.
16. Amendments
This Agreement may only be amended by a written instrument signed by both Parties.
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. Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought.
19. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, labor disputes, or governmental regulations.
20. 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.
21. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Kenya.
22. 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 mail, return receipt requested, or sent by overnight courier service, addressed as follows:
If to the First Party: [ADDRESS OF FIRST PARTY]
If to the Second Party: [ADDRESS OF SECOND PARTY]
23. 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.
24. Amendments
This Agreement may only be amended by a written instrument signed by both Parties.
25. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
26. Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought.
27. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, labor disputes, or governmental regulations.
28. Miscellaneous
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.
Headings: The headings used in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement.
29. Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
[SIGNATURE OF FIRST PARTY]
[NAME OF FIRST PARTY]
[TITLE OF FIRST PARTY]
[SIGNATURE OF SECOND PARTY]
[NAME OF SECOND PARTY]
[TITLE OF SECOND PARTY]
Sources:
The Arbitration Act, 1995: This Act provides the legal framework for arbitration in Kenya.
The Companies Act, 2015: This Act governs the formation, operation, and dissolution of companies in Kenya.
The Land Act, 2012: This Act governs land ownership and transactions in Kenya.
The Law of Contract Act, 2015: This Act governs the formation, performance, and breach of contracts in Kenya.
Disclaimer: This template is for informational purposes only and should not be considered legal advice. You should consult with a qualified legal professional for advice tailored to your specific situation.
Answered by mwakili.com