Joint Venture Agreement Template

Draft a Joint Venture Agreement for the following collaboration:

Venture Partners: {{PARTNER_NAMES}}
Venture Purpose: {{VENTURE_PURPOSE}}
Contribution Types: {{CONTRIBUTION_TYPES}}
Profit Split: {{PROFIT_SPLIT}}
Duration: {{DURATION}}
Governance Structure: {{GOVERNANCE}}

Create a comprehensive joint venture agreement covering:

1. FORMATION AND PURPOSE
- Joint venture name
- Business purpose
- Scope of activities
- Legal structure (contractual JV or separate entity)
- Principal place of business

2. CONTRIBUTIONS
- Cash contributions
- In-kind contributions
- Intellectual property contributions
- Service contributions
- Valuation of contributions
- Additional contribution obligations

3. OWNERSHIP AND ECONOMICS
- Ownership percentages
- Profit and loss allocation
- Distribution policy
- Capital calls
- Dilution provisions

4. GOVERNANCE
- Management committee composition
- Voting rights
- Reserved matters (requiring unanimous consent)
- Day-to-day management authority
- Meeting requirements
- Decision-making procedures

5. OPERATIONS
- Operational responsibilities of each party
- Dedicated resources and personnel
- Operating budget
- Business plan approval
- Reporting requirements

6. INTELLECTUAL PROPERTY
- Background IP ownership
- JV-developed IP ownership
- License grants between parties
- IP exploitation rights
- Improvements and derivatives

7. EXCLUSIVITY AND NON-COMPETE
- Scope of exclusivity
- Restricted activities
- Permitted activities
- Geographic limitations

8. CONFIDENTIALITY
- Confidential information definition
- Use restrictions
- Disclosure restrictions
- Duration of obligations

9. REPRESENTATIONS AND WARRANTIES
- Authority and capacity
- No conflicts
- Contributed assets
- Compliance with laws

10. LIABILITY AND INDEMNIFICATION
- Liability allocation
- Indemnification obligations
- Insurance requirements
- Limitation of liability

11. TERM AND EXIT
- Initial term
- Extension provisions
- Exit mechanisms (put/call options)
- Buyout provisions
- Dissolution triggers

12. DISPUTE RESOLUTION
- Deadlock resolution
- Mediation requirements
- Arbitration provisions
- Governing law

Include exhibits for contribution schedules, business plan, and budget.