JOINT VENTURE AGREEMENT
This Joint Venture Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Party A"), and
[Party B], a corporation ("Party B").
Each may be referred to as a "Party" and together as the "Parties." The Parties wish to collaborate on a limited-purpose joint venture on the terms of this Agreement, while remaining separate businesses.
1. Purpose. The Parties form a joint venture to [description of the joint venture] (the "Venture"). This Agreement does not create a partnership or agency except as needed to carry out the Venture.
2. Contributions. The Parties will contribute the following: [description of each party's contributions]. Neither Party is required to make further contributions unless it agrees in writing.
3. Governance. Major decisions require the unanimous written consent of the Parties. Day-to-day work may be carried out by the personnel each Party assigns. Neither Party may bind the other outside the Venture.
4. Intellectual Property. Each Party keeps IP it owned before the Effective Date. IP created solely by one Party in the Venture is owned by that Party. Jointly created IP is owned jointly, and each Party may use it for the Venture. Use outside the Venture needs written consent.
5. Term. This Agreement begins on the Effective Date and continues until the Venture is completed or a Party ends it on 30 days' written notice. On ending, each Party returns or destroys the other's confidential information, and jointly created IP remains jointly owned.
6. Confidentiality. Each Party will keep confidential information received for the Venture secret and use it only for the Venture, except for information that is public, independently developed, or required to be disclosed by law.
7. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
8. General. This Agreement is the entire agreement about the Venture, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Party A: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Party B: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]