Unincorporated Joint Venture Agreement Template for Germany

The Unincorporated Joint Venture Agreement is a crucial document for businesses seeking to collaborate under German law without establishing a separate legal entity. This arrangement is particularly common in Germany for project-specific ventures, research collaborations, or temporary business alliances. The document is structured according to German legal requirements, particularly the Civil Code (BGB) and Commercial Code (HGB), and includes essential provisions for contributions, profit-sharing, governance, and risk allocation. It's especially valuable when partners need operational flexibility or want to avoid the complexity of incorporating a new entity. The agreement must comply with both German and EU competition laws, and typically includes provisions for tax efficiency under German tax regulations. This type of agreement is commonly used in large-scale projects, industry collaborations, or when testing new market opportunities while maintaining separate legal identities of the participating entities.

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

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

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Purpose and Scope: Detailed description of joint venture's objectives and scope of activities

5. Contributions and Financing: Partners' initial and ongoing contributions (capital, assets, services, etc.)

6. Management and Decision Making: Governance structure, voting rights, and decision-making processes

7. Rights and Obligations: Detailed responsibilities and rights of each partner

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

9. Business Plan and Budget: Initial business plan and budget approval process

10. Accounting and Records: Financial reporting, bookkeeping requirements, and audit rights

11. Intellectual Property: IP ownership, usage rights, and new IP created during the venture

12. Confidentiality: Protection of confidential information and trade secrets

13. Non-Competition: Restrictions on competitive activities

14. Term and Termination: Duration, renewal, and termination provisions

15. Consequences of Termination: Asset distribution and wind-up procedures

16. Notices: Communication procedures between parties

17. Governing Law and Jurisdiction: Application of German law and dispute resolution

18. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.