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Joint Venture Agreement

Dispute Resolution

Dispute Resolution

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Frequently Asked Questions
What is the difference between mediation and arbitration?Mediation is a non-adversarial process where a neutral third party (mediator) helps resolve a dispute. The mediator does not have the power to impose a decision on the parties. If a satisfactory resolution cannot be reached, then the parties may have to use an alternate method of dispute resolution, or possibly a lawsuit.

Arbitration is a method of alternative dispute resolution in which the disputing parties agree to abide by the decision of an impartial arbitrator. The parties work together to select an arbitrator. When parties submit to arbitration, the decision of the arbitrator is final and binding.

Your Joint Venture Agreement

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THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this _____ day of _________________, _________ (the "Execution Date"),


____________________________ of _______________________________________________, and
____________________________ of _______________________________________________
(individually the "Member" and collectively the "Members").


  1. The Members wish to enter into an association of mutual benefit and agree to jointly invest and set up a joint venture enterprise.
  2. This Agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Members agree as follows:

  1. Formation
  2. By this Agreement the Members enter into a joint venture (the "Venture") in accordance with the laws of the Province of Alberta. The rights and obligations of the Members will be as stated in the applicable legislation of the Province of Alberta (the "Act") except as otherwise provided here.
  3. Name
  4. The business name of the Venture will be ____________________.
  5. Purpose
  6. The exclusive purpose of the Venture (the "Purpose") will be _________________________________________________.
  7. Term
  8. The duration of this Venture (the "Term") will begin on July 24, 2024 and continue in full force and effect until the occurrence of the following event:
    • _____________________________________________________________________
  9. The Term may be extended with the unanimous consent of all Members.
  10. Place of Business
  11. The principal office of the business of the Venture will be located at _____________________________________________ or such other place as the Members may from time to time designate.
  12. Business Management
  13. The Venture will be directed, controlled and managed by a management committee (the "Management Committee"). Within the limits of the Purpose of the Venture and the terms of this Agreement, the Management Committee will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture. Authority to bind the Venture in contract or in any third party business relation lies exclusively with the Management Committee, or its delegate.
  14. The Management Committee will consist of one representative (the "Representative") for each Member unless otherwise agreed by all the Members. Each Representative will have the authority to bind their respective Member in decisions relating to the Venture. Each Member may replace its Representative or appoint a temporary alternate at its own discretion on reasonable notice to the remaining Members.
  15. All actions and decisions respecting the appointment of an accounting firm for the Venture require the consent and agreement of a majority of the Management Committee.
  16. A manager or managers may be appointed by the Management Committee where necessary or desirable. Duties of the managers will be determined by the Management Committee.
  17. Management Duties
  18. Except as otherwise specified in this agreement, the duties and obligations of the Management Committee in relation to the Venture will include the following:
    1. managing the day to day business of the Venture;
    2. monitoring, controlling and directing the financial, business and operational affairs of the Venture;
    3. proper maintenance of books of account and financial records according to accepted accounting practices;
    4. monitoring, analyzing and acting on all issues over which it would have express or implied authority according to this Agreement; and
    5. all responsibilities attached to hiring of production and administration staff including any required labour negotiations, and all responsibilities attached to hiring of third party contractors.
  19. Member Duties
  20. Each Member will be responsible for their respective duties as follows:


    Duties Description


  21. Duties of Members may be amended, from time to time, by decision of the Members, provided that the Members' interests are not affected except with the unanimous consent of the Members.
  22. Capital Contributions
  23. Each of the Members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the "Capital Contribution"):


    Contribution Description

    Agreed Value


    $____________ CAD


    $____________ CAD

  24. All Members will contribute their respective Capital Contributions fully and on time.
  25. Withdrawal of Capital
  26. No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.
  27. The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this Agreement.
  28. Additional Capital
  29. Capital Contributions may be amended from time to time, according to the requirements of the Venture, by decision of the Members as recommended by the Management Committee. Where Members' interests are affected, additional capital contributions (the "Additional Capital Contributions") must have the unanimous consent of the Members.
  30. Any advance of money to the Venture by any Member in excess of the amounts provided for in this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed a debt due from the Venture rather than an increase in Capital Contribution of the Member. This liability will be repaid with interest at such rates and times to be determined by a majority of the Members. This liability will not entitle the lending Member to a greater voting power. Such debts may have preference or priority over any other payments to Members as may be determined by a majority of the Members.
  31. Capital Accounts
  32. An individual capital account will be maintained for each Member and their initial Capital Contribution will be credited to this account. Any additional, approved contributions to the Venture's capital made by a Member will be credited to that Member's individual Capital Account.
  33. Interest on Capital
  34. No borrowing charge or loan interest will be due or payable to any Member on any Capital Contribution or on their Capital Account despite any disproportion that may from time to time arise among the Capital Accounts of the Members.
  35. Books of Account
  36. Accurate and complete books of account of the transactions of the Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Member. The books and records of the Venture will reflect all the Venture’s transactions and will be appropriate and adequate for the business conducted by the Venture.
  37. Banking and Venture Funds
  38. The funds of the Venture will be placed in such investments and banking accounts as will be designated by the Members. Venture funds will be held in the name of the Venture and will not be commingled with those of any other person or entity.
  39. Member Meetings
  40. Regular Member meetings will be held only as required. Minutes of the meetings will be maintained on file.
  41. Any Member can call a special meeting to resolve urgent issues that require a vote and that cannot wait for the next regularly scheduled meeting. When calling a special meeting, all Members must be provided with reasonable notice. Where a special meeting has been called, the meeting will be restricted to the specific purpose for which the meeting was called.
  42. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Members.
  43. Any vote required by the Members will be determined such that each Member receives one vote carrying equal weight.
  44. Amendments
  45. This Agreement may be amended only with the unanimous consent of all Members.
  46. Admitting a new Member
  47. New Members may be admitted into the Venture only with the unanimous consent of the existing Members. The new Member agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Member will execute such documents as are needed or required for this admission. Any new Member will receive a business interest in the Venture as determined by all other Members.
  48. Dissociation of a Member
  49. Where a Member is in breach of this Agreement and that Member has not remedied the breach on notice from the Venture and after a reasonable period then the remaining Members will have the right to terminate this Agreement with regard to that individual defaulting Member (an "Involuntary Withdrawal") and take whatever action necessary to protect the interests of the Venture.
  50. If the Venture is harmed as the result of an individual Member's action or failure to act, then that individual Member will be liable for that harm. If more than one Member is at fault then they will be jointly and severally liable for that harm.
  51. Each Member will indemnify the remaining Members against all losses, costs and claims that may arise in the event of the Venture being terminated as a result of breach of the Agreement by that Member.
  52. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is an Operation of Law against a Member, the other Members will be entitled to proceed as if the Member had breached this Agreement.
  53. Distribution of any amount owing to a dissociated Member will be made according to the percentage of ownership as described in the Valuation of Interest or as otherwise may be agreed in writing.
  54. Dissolution of the Joint Venture
  55. The Venture will be dissolved and its assets liquidated in the event of any of the following:
    1. the Term expires and is not extended;
    2. a unanimous vote by the Members to dissolve the Venture;
    3. on satisfaction of the Purpose;
    4. loss or incapacity through any means of substantially all of the Venture's assets; or
    5. where only one Member remains.
  56. Liquidation
  57. On dissolution, the Venture will be liquidated promptly and within a reasonable time.
  58. On the liquidation of the Venture assets, distribution of any amounts to Members will be made in proportion to their respective capital accounts or as otherwise may be agreed in writing.
  59. Valuation of Interest
  60. In the absence of a written agreement setting a value, the value of the Venture will be determined based on the fair market value appraisal of all Venture assets (less liabilities) in accordance with generally accepted accounting principles (GAAP) by an independent accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Members. A withdrawing Member's interest will be based on the proportion of their respective capital account less any outstanding liabilities a Member may have to the Venture. The intent of this section is to ensure the survival of the Venture despite the withdrawal of any individual Member.
  61. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Venture books immediately prior to valuation.
  62. Transfer of Member Interest
  63. A Member may assign their proprietary assets and their rights in distribution interest in the Venture. Such assignment will only include that Member's economic rights and interests and will not include any other rights of that Member nor will it include an automatic admission as a Member of the Venture or the right to exercise any management or voting interests. A Member who assigns any or all of their Venture interest to any third party will relinquish their status as Member including all management and voting rights. Assignment of Member status, under this clause, including any management and voting interests, will require the consent of all the remaining Members.
  64. Management Voting
  65. Any management vote required will be determined such that each Representative receives one vote carrying equal weight unless otherwise agreed by all the Members.
  66. Force Majeure
  67. A Member will be free of liability to the Venture where the Member is prevented from executing their obligations under this Agreement in whole or in part due to force majeure where the Member has communicated the circumstance of that event to any and all other Members and taken any and all appropriate action to mitigate that event. Force majeure will include, but not be limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event.
  68. Duty of Loyalty
  69. Provided a Member has the consent of the majority of the other Members, the Members to this Agreement and their respective affiliates may have interests in businesses other than the Venture. Neither the Venture nor any other Member will have any rights to the assets, income or profits of any such business, venture or transaction. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Members. Failure to disclose any potential conflicts of interest will be deemed an Involuntary Withdrawal by the offending Member and may be treated accordingly by the remaining Members.
  70. Confidentiality
  71. All matters relating to this Agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without the prior written approval of all Members except where the information properly comes into the public domain.
  72. This section will survive for one year after the expiration or termination of this Agreement or dissolution of the Venture.
  73. Language
  74. The Members expressly state that the English language is to be the language of choice for this Agreement and all other notices and agreements required by the Venture.
  75. Insurance
  76. The Venture will insure all its assets against loss where reasonable and standard practice in the industry.
  77. Indemnification
  78. Each Member will be indemnified and held harmless by the Venture from any and all harm or damages of any nature relating to the Member's participation in Venture affairs except where such harm or damages results from gross negligence or wilful misconduct on the part of the Member.
  79. Liability
  80. No Member will be liable to the Venture or to any other Member for any error in judgment or any act or failure to act where made in good faith. The Member will be liable for any and all acts or failures to act resulting from gross negligence or wilful misconduct.
  81. Liability Insurance
  82. The Venture may acquire insurance on behalf of any Member, employee, agent or other person engaged in the business interest of the Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Venture.
  83. Covenant of Good Faith
  84. Members will use their best efforts, fairly and in good faith to facilitate the success of the Venture.
  85. Joint Venture Property
  86. Where allowed by statute, title to all Venture property, including intellectual property, will remain in the name of the Venture. Where joint ventures are not recognized by statute as separate legal entities, Venture property, including intellectual property, will be held in the name of one or more Members. In all cases Venture property will be applied by the Members exclusively for the benefit and purposes of the Venture and in accordance with this Agreement.
  87. Jurisdiction
  88. The Members submit to the jurisdiction of the courts of the Province of Alberta for the enforcement of this Agreement and for any arbitration award or decision arising from this Agreement.
  89. Warranties
  90. All Members represent and warrant that they have all authority, licenses and permits to execute and perform this Agreement and their obligations under this Agreement and that the representative of each Member has been fully authorized to execute this Agreement.
  91. Each Member represents and warrants that this Agreement is not in violation of any and all agreements and constitutional documents of the individual Member.
  92. Definitions
  93. For the purpose of this Agreement, the following terms are defined as follows:
    1. "Capital Contributions" The capital contribution to the Venture actually made by the Members, including property, cash and any additional capital contributions made.
    2. "Majority Vote" A Majority Vote is any amount greater than one-half of the authorized votes.
    3. "Operation of Law" The Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy.
  94. Miscellaneous
  95. This Venture is termed a contractual joint venture and will not constitute a partnership. Members will provide services to one another on an arms' length basis while remaining independent business entities. There will be no pooling of profits and losses. Each Member is responsible only for its own actions and no Member is an agent for any other Member. Members will not be jointly or severally liable for the actions of the other Members.
  96. Time is of the essence in this Agreement.
  97. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  98. Headings are inserted for the convenience of the Members only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
  99. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Members' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
  100. This Agreement contains the entire agreement between the Members. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Member in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Members.
  101. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Member's successors, assigns, executors, administrators, beneficiaries, and representatives.
  102. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the Members at the addresses contained in this Agreement or as the Members may later designate in writing.
  103. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal on this _____ day of _________________, _________.




____________________________ (Member)




____________________________ (Member)

Last Updated January 31, 2024

Joint Venture Agreement Information

What is a Joint Venture Agreement?

A Joint Venture Agreement (sometimes called a JV or co-venture agreement) is a contract between two or more parties that agree to combine their resources for a limited time in order to accomplish a project or reach a goal.

This contract establishes:

  • The duties and obligations of each party
  • Financial contributions, services, and other dedicated resources
  • The purpose of the venture
  • Business management and operations
  • The process for dissolution

Ventures help professionals connect and collaborate so that they can quickly grow their businesses and access new markets. One consistent characteristic of a joint venture is that it typically involves two distinct businesses choosing to co-operate, while a partnership is generally one cohesive business.

How do you structure a joint venture?

LawDepot’s Joint Venture Agreement template works for both contractual business relationships and general partnerships.

Contractual joint ventures

With a contractual joint venture, each member keeps separate accounting records and receives their set portion of profits and losses. The parties may also choose to limit their individual liabilities if a dispute occurs. These ventures often last for a single project or a specific duration of time.

For example, two tech companies may work together to research and develop a new mobile app. The two companies have different skill sets and talent pools to draw from, allowing them each to contribute to the project separately.

When ready, they combine their contributions into a complete package, dissolve their venture, and proceed to market and sell the product independently from one another. So, while the members are collaborators in development, they are competitors in the same marketplace.

General partnership joint ventures

With a general partnership joint venture, each member shares the profits, losses, and liabilities of the business. In this case, the partners are equally responsible for the partnership and actions taken by members on behalf of the partnership. Unlike contractual ventures, general partnership ventures often commit to working for long-term profitability.

For example, a hair salon may partner with a spa service to create a new business entity with a view to profit. Together they rent out a commercial space, create new business signage, and combine their client base. Although the hairstylists and aestheticians have separate skill sets, they work together to represent the same self-care and salon business.

Unlike the two tech companies in the first example, these businesses are not direct competitors but have a mutually beneficial purpose. That being said, any losses in the hair salon would be offset by profits in the spa service and vice versa.

When should I use a Joint Venture Agreement?

Whether you should use a general partnership or a contractual joint venture largely depends on the purpose of the venture, the parties’ conduct, and the circumstances of your business arrangement. Keep in mind that certain tax obligations may apply depending on the type of venture.

Use a contractual joint venture when:

  • There is a limited and defined purpose
  • The members decide not to form a trust or corporation
  • The members agree to distribute costs in portions and not to share profits

Use a general partnership joint venture when:

  • There is a broad scope and purpose
  • There is a business in common that the partners jointly operate
  • The members agree to share both costs and profits

Joint ventures are the choice of established businesses who work together for a fixed term. However, individuals starting a new business together would use a Partnership Agreement instead. This document further establishes the rights and responsibilities of general partners and the rules of a for-profit relationship.

If you’re unsure which document best suits your situation, consider consulting a business lawyer.

How do I negotiate a joint venture proposal?

A joint venture proposal is a formal or written suggestion to work together in order to reach a common goal. Before submitting a proposal, you should research your potential business partner and try to establish a good rapport.

It’s important to do your due diligence before entering into any agreement to determine if the partnership will protect your interests. Plus, establishing a relationship can increase your proposal’s chance of consideration and acceptance.

Use a Confidentiality Agreement to create a safe environment for business negotiations to take place, as exercising due diligence will require an exchange of confidential details.

When you’re ready to express your interest in a partnership, you can send a Letter of Intent to your potential business partner. This document helps you launch the negotiations for a formal Joint Venture Agreement.

To help guide your negotiations, create a draft Joint Venture Agreement with LawDepot’s template. Assessing the agreement in advance will give you an idea of the terms that you’re willing (or unwilling) to compromise on. Working out the terms of a joint venture may involve trade-offs or deal-breakers, so it’s beneficial to know where you stand before starting a discussion.

What are the capital contributions of each member?

When drafting an agreement, members of a joint venture must decide on the total value of their capital contributions (which can include cash, resources, or services). Decisions about capital contributions help to create a framework for initial funding, allocation of resources, and decision-making processes.

Some circumstances may require that parties put important decisions to a vote. The weight of each member’s vote can be proportionate to their capital contributions. For instance, members may structure the venture to be 30/60 so that the member who contributes more capital has more weight in their vote. Alternatively, the members may structure the venture to be 50/50 so that votes are equal for each member regardless of their individual contributions.

Some joint ventures may formalize their agreement further by creating a new legal entity to operate under. In this case, the members may choose to incorporate their new business. Otherwise, the members may agree to operate their venture under an unofficial business name that dissolves once the Joint Venture Agreement ends.

How do I terminate a Joint Venture Agreement?

The parties of a joint venture may end the agreement or take steps to remove (or disassociate) a member when that member:

  • Breaches the terms of the contract
  • Acts (or fails to act) in a way that harms the venture
  • Goes bankrupt
  • Is convicted of a crime
  • Decides to leave voluntarily

Disassociating a joint venture member may be an option for businesses or individuals who want to protect the interests of the venture. If needed, you can use LawDepot’s Notice of Withdrawal to inform the remaining parties of the change. If the remaining members give consent, you can also transfer the disassociated member’s interest in the venture to someone new with our Assignment of Partnership form.

In some cases, however, dissolution is the only option for a joint venture. This would be the case when:

  • The venture achieves its goals
  • The venture term expires and isn’t extended
  • There is a substantial loss of venture assets (or the assets go out of commission)
  • Members vote unanimously
  • Only one member remains in the agreement

When dissolving the venture, members liquidate the venture assets and distribute any amounts to the members in proportion to their capital accounts (or as specified in a Termination Agreement).

Related Documents:

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