Joint Venture LLC Agreement Template for United States

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Key Requirements PROMPT example:

Joint Venture LLC Agreement

"Need a Joint Venture LLC Agreement for a technology partnership between our software company and a hardware manufacturer, with specific provisions for IP sharing and R&D collaboration, to be effective from March 2025."

Document background
The Joint Venture LLC Agreement serves as the foundational document for businesses seeking to combine resources and expertise while maintaining limited liability protection under U.S. law. This agreement is essential when two or more parties wish to pursue a specific business opportunity together while maintaining separate corporate identities. It details crucial aspects such as ownership percentages, capital contributions, profit distribution, management rights, and exit strategies. The document must comply with both federal regulations and state-specific LLC laws, making it a comprehensive framework for joint business operations.
Suggested Sections

1. Parties: Identification and details of all JV participants

2. Background: Context and purpose of the joint venture

3. Definitions: Key terms used throughout the agreement

4. Formation and Purpose: Details of LLC formation and business objectives

5. Capital Contributions: Initial and ongoing financial/asset contributions

6. Management Structure: Governance and decision-making procedures

7. Profit and Loss Allocation: Distribution of profits and handling of losses

8. Transfer Restrictions: Rules regarding ownership transfer

9. Dissolution: Process for terminating the JV

Optional Sections

1. International Operations: Provisions for cross-border activities when JV operates internationally

2. Intellectual Property Rights: IP ownership and licensing terms when JV involves IP assets

3. Employment Matters: Employee-related provisions when JV will have employees

Suggested Schedules

1. Schedule A - Initial Capital Contributions: Detailed breakdown of each party's initial contributions

2. Schedule B - Members' Information: Detailed information about each member

3. Schedule C - Business Plan: Initial business plan and projections

4. Appendix 1 - Management Procedures: Detailed procedures for management operations

5. Appendix 2 - Valuation Methods: Agreed methods for valuing JV interests

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Industries

Internal Revenue Code: Federal tax legislation governing the tax classification and treatment of the LLC and joint venture

Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - applicable if the joint venture involves securities offerings or trading

Federal Antitrust Laws: Clayton Act and Sherman Act - ensuring the joint venture doesn't violate competition laws or create monopolistic structures

Foreign Corrupt Practices Act: Federal law governing international business practices and anti-corruption measures for ventures with foreign operations

State LLC Act: State-specific legislation governing LLC formation, operation, and dissolution requirements

State Business Registration: State-level requirements for business registration, licenses, and permits

State Tax Regulations: State-specific tax laws and regulations affecting LLC operations and reporting

State Contract Law: State-specific contract law principles governing the enforcement and interpretation of the joint venture agreement

Uniform Commercial Code: Standardized business laws adopted by states governing commercial transactions

Employment Laws: Federal and state employment regulations if the joint venture will have employees

Intellectual Property Laws: Federal and state laws protecting patents, trademarks, copyrights, and trade secrets within the joint venture

Corporate Governance Regulations: Laws and regulations governing business entity management, fiduciary duties, and operational standards

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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