Make a joint venture contract

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JOINT VENTURE AGREEMENT
DRAFT FOR REVIEW — COMPLETE ALL SCHEDULES BEFORE SIGNING

Date: [Document date]
Party A: [Your name]
Party B: [Recipient / other party]

BACKGROUND
[Facts and background]

The parties agree to the following terms, subject to completion and legal review of this draft.

1. PURPOSE AND SCOPE
The parties shall collaborate only for the venture activities, territory and objectives stated in the following Purpose Schedule:
[Venture objective]

An activity outside that scope requires a written change accepted by both parties through the agreed approval process. Each party shall perform the responsibilities allocated to it in this agreement and its completed schedules.

2. STRUCTURE, COMMENCEMENT AND TERM
The venture shall operate in the structure, period and subject to the commencement conditions stated below:
[Structure and start]

Where a separate entity is intended, the parties shall complete the required formation and authorisation steps before acting in its name. Signing this agreement does not itself constitute the incorporation of that entity. The legal effect of the chosen structure must be reviewed before operations begin.

3. CONTRIBUTIONS AND OWNERSHIP
Each party shall provide the cash, assets, work or other contributions allocated to it, at the agreed valuation and on the dates stated in this Contribution Schedule:
[Contributions and ownership]

Neither party shall demand an additional contribution or alter the agreed ownership allocation without a written agreement by both parties. Delivery of an asset or access to a party's materials does not, by itself, transfer ownership. Any intended transfer, licence or ownership interest shall be documented with the formalities required for that right and structure.

4. MANAGEMENT, APPROVALS AND AUTHORITY
The parties shall make venture decisions, approve expenditure and operate accounts in accordance with this Governance Schedule:
[Control and authority]

A decision identified as reserved shall require the approvals specified in that schedule. The parties shall keep a record of those approvals. Neither party may represent that it can bind the other party, sign in the other's name or pledge the other's assets unless the required authority has been expressly granted and remains valid. This authority provision must be reviewed against the selected structure and applicable law.

5. REVENUE, EXPENSES AND RECORDS
The parties shall collect revenue, pay approved expenses, allocate profit or loss and maintain accounts in accordance with this Finance Schedule:
[Money and records]

Each party shall keep supporting records for venture transactions under its control and make those records available through the agreed reporting and access arrangements. Distributions shall follow the completed schedule and applicable law. A disputed amount shall be identified separately, with its basis and supporting records; a unilateral statement does not amend the agreed allocation. Each party shall carry out the tax and invoicing responsibilities assigned to it, subject to applicable law.

6. WORK, INTELLECTUAL PROPERTY AND INFORMATION
The parties shall deliver work, provide inputs and apply the agreed ownership or licence arrangements in this Delivery Schedule:
[Work, IP and confidentiality]

Existing intellectual property remains with its owner except to the extent an express, properly documented transfer is agreed. Permission to use a party's existing materials is limited to the licence actually granted. Rights in new work shall be allocated as expressly stated in the completed schedule, using any additional instruments or formalities required.

Each party shall use information identified as confidential only for the permitted venture purpose, apply reasonable care and disclose it only to authorised recipients who need it for that purpose. These obligations do not prevent lawful reporting, access to legal advice or disclosure required by law. Information lawfully public, independently developed or lawfully obtained without a confidentiality restriction is excluded. Personal data shall be handled for the agreed lawful purpose and in accordance with applicable requirements.

7. COMPLIANCE AND ALLOCATION OF RISK
The parties shall perform the responsibilities, obtain the approvals and maintain the insurance expressly allocated in this Risk Schedule:
[Risk and compliance]

No party is required to perform an unlawful act. Required licences or approvals must be obtained before the activity to which they relate begins. Any agreed limitation of liability, indemnity, insurance requirement or allocation of a specific risk must be expressly stated and legally reviewed. This draft does not create an unstated indemnity, liability cap or exclusion of statutory obligations.

8. DEFAULT, DEADLOCK, EXIT AND DISPUTES
The parties shall use the default, cure, deadlock, termination and dispute process in this Exit Schedule:
[Exit and dispute terms]

A party raising a default or dispute shall identify the relevant obligation, facts and requested action in writing through the agreed notice channel. Any opportunity to cure and any termination right shall follow the completed schedule and applicable law; this clause supplies no additional automatic deadline or termination right.

On an agreed or lawful exit, the parties shall account for venture money, outstanding commitments, assets, access and materials, and carry out the agreed wind-down arrangements. Ownership and continued use of materials shall follow the completed schedules and applicable law. An exit does not automatically release accrued obligations or resolve a disputed claim. Arbitration, a particular court or another binding dispute mechanism applies only where validly agreed or required by law.

9. ADDITIONAL TERMS, NOTICES AND CHANGES
The following additional terms form part of the proposed agreement:
[Purpose / requested action]

Any proposed governing-law, forum, notice, confidentiality-duration or other term must be stated expressly here or in an identified schedule and checked for validity. Amendments to this agreement must be recorded in writing and accepted by authorised representatives of both parties. No incomplete schedule, unexplained attachment or blank commercial term should remain when the parties sign.

SIGNATURES — AFTER REVIEW AND COMPLETION
Party A: [Your name]
Signature and capacity: ____________________
Party B: [Recipient / other party]
Signature and capacity: ____________________

Attach the completed schedules and any reviewed supplementary instruments. Confirm signatory authority, stamp duty, tax, registration, foreign-exchange and sector requirements applicable to the venture before execution.