Joint Venture Agreement Template

This joint venture agreement template is suitable for a situation in which you and another party want to engage in a specific project with defined contributions and responsibilities, along with terms for dissolving the agreement.

• Perfect for contractual JV-only arrangements with no need to form a new legal entity or liability-sharing structure
• Details the financial and non-financial contributions by each party
• Includes language for dividing up profits, management rights, and decision-making
• Non-exclusivity allows both parties to conduct business with others

The joint venture agreement is fully editable. Download in Word or PDF for a fillable sample agreement. Whether it's sharing resources, breaking into new markets, or co-developing a product, our template helps you start with a legally strong contract.

Who It’s For

Use this joint venture agreement template when two businesses decide to pool resources together without forming a new company. Joint ventures are popular across all industries for many reasons, including:

• Partnering to co-develop a product or technology, while splitting IP ownership
• Entering a new market together to share costs and gain local expertise
• Joint bidding by contractors or agencies on a project or government contract
• Real estate developers or investors who are defining a project-specific partnership
• Startups partnering with corporations to distribute, manufacture, or market products or services

If the parties intend to form a partnership or a separate company of any kind, consider using a shareholders' or partnership agreement. This template is designed for project-defined, contractual joint ventures.

What’s Included in the Joint Venture Agreement Sample

This sample joint venture agreement includes every clause you would want in a properly drafted contractual JV:

• Formation: name of the joint venture, its address, and form of organization.
• Purpose: a specific statement of goods/services/goals that the JV is created to achieve.
• Contributions: the initial investments of each party, including money, equipment, intellectual property, staff, and operating resources. Due dates for contributions should be included.
• Distribution of profits: percentage of net profits that each party receives. Instead of distributing profits, there may be an option to roll profits back into the JV.
• Management: defines who comprises the management of the JV.
• Responsibilities of the parties: specifically, what each party is operationally responsible for during the life of the JV.
• Non-exclusivity: confirmation that each party may continue to run its normal business.
• Term and termination: defines how long the JV will last
• Confidentiality, assignment restrictions, choice of law, and severability.

How to Write Your Joint Venture Agreement

Once you’ve downloaded your joint venture agreement template, you’ll have some decisions to make during your customization process. While you could meddle with every section of the document, we find the five items below are typically what most users end up editing:

1. Define the Purpose Narrowly

The broader the purpose clause, the messier your exit down the line if your scope of work expands. Don’t write “develop and commercialize any business opportunities that come up between the parties;” instead, try “joint development and distribution of a white-label SaaS product in the healthcare industry.”

With a broad purpose clause, parties can get hung up on which activities fall in scope versus out of scope, and who gets to benefit from them.

2. Itemize Contributions Precisely

Spell out the amount, form, and timeline for each party’s contribution. If it’s not cash (and which party provides access to intellectual property, software, or other assets), make sure to specify that party’s contribution value and what happens to it upon termination.

Contribution clauses are often mentioned as one of the biggest causes of JV disagreements.

3. Customize the Profit Split Based on Actual Input

By default, the template splits profits equally among parties. If one member is putting up more money than the other, consider crafting an asymmetric percentage split into the agreement.

Also consider whether the parties should be able to reinvest profits back into the JV.

4. Spend Time Defining Management and Decision-Making

Outline which categories of decisions, budget exceptions, new hires, and contract signing authority require what level of approval from both parties.

5. Agree on Specific Conditions That Trigger Termination

Besides an end date, consider what circumstances allow for early termination by either party:

• failure to provide promised contributions,
• material breach of contract,
• insolvency, or
• change of control.

Also specify how the parties will handle intellectual property and confidential information created under the venture upon its termination.

Getting legal counsel to review this part is often a wise investment, especially when the risks are high.

Documents Often Used Alongside a Joint Venture Agreement

• Non‑Disclosure Agreement (NDA): Use this at the start to share business sensitive information for your joint venture agreement negotiations were secure and smooth.
• Memorandum of Agreement (MOA): Before drafting the full JV Agreement, an MOA sets expectations and keeps everyone aligned.
• Investment Contract: If each partner contributes cash, assets, or future funding to the JV, use an investment contract to document all these.
• 50‑50 LLC Operating Agreement: If the JV is structured as a 50/50 LLC, this sets governance, voting, profit splits, deadlock resolution, and exit/buy‑sell terms in a clear operating framework.