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Unincorporated Joint Venture Agreement Template for United States

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Key Requirements PROMPT example:

Unincorporated Joint Venture Agreement

"I need an Unincorporated Joint Venture Agreement for a collaboration between my tech startup and a manufacturing company to develop and produce smart home devices, with an initial term of 3 years starting January 2025 and equal profit sharing."

Document background
The Unincorporated Joint Venture Agreement is essential when parties wish to collaborate on specific projects while maintaining their separate legal identities under U.S. law. This document is particularly useful for temporary or project-specific collaborations where forming a corporation would be unnecessarily complex or costly. It details crucial elements such as profit sharing, operational control, resource contributions, and risk allocation, while ensuring compliance with both federal and state regulations. The agreement provides flexibility while establishing clear guidelines for the partnership, making it ideal for businesses seeking to combine resources and expertise without formal incorporation.
Suggested Sections

1. Parties: Identification and details of all joint venture participants

2. Background/Recitals: Context of the joint venture and parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Scope and Purpose: Defined objectives and scope of the joint venture

5. Contributions: Parties' initial and ongoing contributions (capital, assets, services)

6. Management Structure: Governance framework and decision-making processes

7. Profit and Loss Sharing: Distribution of profits and allocation of losses

8. Term and Termination: Duration and circumstances for termination

9. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Non-Compete: Restrictions on competitive activities - used when parties operate in same/similar markets

2. Intellectual Property Rights: IP ownership and licensing arrangements - used when JV involves creation or use of IP

3. Employment Matters: Staff arrangements and responsibilities - used when JV will have employees

4. Foreign Operations: International business considerations - used for cross-border ventures

5. Insurance: Required insurance coverage - used when specific risks need coverage

Suggested Schedules

1. Business Plan: Detailed operational and strategic plans

2. Initial Contributions Schedule: Itemized list of each party's contributions

3. Management Procedures: Detailed governance procedures

4. Budget: Initial and projected financial plans

5. Asset Register: List of JV assets and ownership details

6. Service Level Agreements: Performance standards for services provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Federal Antitrust Laws: Sherman Antitrust Act, Clayton Act, and Federal Trade Commission Act must be considered to ensure the joint venture doesn't violate competition laws

Securities Regulations: Securities Exchange Act provisions if the venture involves any securities or investment components

Federal Tax Law: Internal Revenue Code implications for the unincorporated joint venture's tax treatment and reporting requirements

FCPA Compliance: Foreign Corrupt Practices Act considerations if the joint venture involves international activities

State Partnership Laws: State-specific regulations governing partnership formation and operation, even though this is an unincorporated venture

State Contract Laws: State-specific contract formation and enforcement requirements that will govern the agreement

State Licensing Requirements: Any state-specific licensing or registration requirements for the joint venture's intended business activities

Entity Structure Provisions: Legal framework to establish and maintain unincorporated status while avoiding inadvertent partnership formation

Liability Framework: Joint and several liability considerations, risk allocation, and indemnification provisions

Governance Structure: Management structure, decision-making processes, voting rights, and dispute resolution mechanisms

Financial Arrangements: Profit/loss sharing, capital contributions, distribution policies, and tax treatment specifications

Operational Provisions: Intellectual property rights, confidentiality agreements, non-compete provisions, and resource allocation mechanisms

Industry Regulations: Federal and state-specific industry regulations applicable to the joint venture's business sector

Common Law Principles: Contract formation, partnership, fiduciary duties, and agency law principles that apply to joint ventures

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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