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Unincorporated joint venture agreement templates
Create a watertight joint venture agreement with the help of a legal template.
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Having a joint venture agreement in place is key in holding to account all parties involved in a new business venture. However, drafting these agreements from scratch can be time-consuming and tricky. Luckily you can take advantage of a template online.
In this article, we explain what unincorporated joint venture agreements are, where to find customisable templates and what clauses your agreement should include.
What's in this guide?
What is an unincorporated joint venture agreement?
An unincorporated joint venture agreement is a legal document prepared by parties that intend to pursue a business objective together.
The document outlines the relationship between the two or more parties, clearly setting out the purpose of the venture as well as each party's responsibilities.
An unincorporated joint venture is a joining up of parties which has not been incorporated. The terms of the joint venture arrangements are outlined within this partnership.
An unincorporated joint venture agreement does not create a new company. Instead, the agreement is a legally binding contract between two or more parties to a joint venture.
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More on where to find unincorporated joint venture agreement templates
You do not have to prepare an unincorporated joint venture agreement from scratch. You can get customizable templates and tailor them to your own needs. Use the following online legal services to download joint venture agreement templates:
- Precedents Online. Download an unincorporated joint venture agreement in Word format for $100 via Precedents Online.
- LawPath. An online legal depository with hundreds of legal document templates including a joint venture agreement. Download your first document free.
- Sprintlaw. A private online law firm that utilises proprietary software to prepare legal documents for a fixed fee.
- LegalVision. Grants access to free legal document templates and legal counsel to subscribers paying a monthly subscription.
- WonderLegal. Charges a one-time fee for legal document downloads.
- LawDepot. Provides a wide selection of free legal documents to choose from. Search the one you are interested in, fill it online and download it.
Find more business documents and templates here.
What clauses does an unincorporated joint venture agreement include?
An unincorporated joint venture agreement includes the following sections:
- Purpose statement. A statement explaining the business objectives of the joint venture.
- Roles and responsibilities. Details of how each member will contribute to the joint venture in terms of finances, assets, skills, intellectual property and other resources.
- Management. A clause outlining who will manage the venture on a day-to-day basis. This is usually a team consisting of individuals representing the interests of all parties involved in the venture.
- Dispute resolution. A step-by-step process of how disagreements that arise during the venture are solved.
- Profit and loss sharing. An outline of how profits and losses will be shared among parties.
- Timeframe. A clear timeframe of the venture along with milestones to ensure the project is on track.
- Ownership of assets. A summary of how parties will share ownership of assets and who will own the intellectual property during and after the venture.
- Liability. Declare to what extent parties will be legally liable for certain aspects of the venture.
- Termination. A list of the terms under which the agreement may be terminated. For example, if one party breaches the agreement then the others may terminate the contract early.
If you're unsure whether your unincorporated joint venture agreement includes all the clauses it needs to, then get in touch with a legal professional.
Companies such as Sprintlaw and Lawpath offer fixed-fee access to professional lawyers who can help draft and review documents and provide legal advice.
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Frequently asked questions
What does an unincorporated joint venture agreement not include?
An unincorporated joint venture agreement should not include clauses that are against Australian competition law. Joint ventures are allowed under Australian law, except when they result in anti-competitive practices prohibited by the Competition and Consumer Act 2010.
For example, a joint venture agreement cannot include provisions on anti-competitive practices such as:
- Bid rigging. When competing businesses collude to determine the outcome of a bidding process.
- Output restrictions. When competing businesses collude to restrict or limit the output of certain goods or services to affect their price.
- Price fixing. When competing businesses work together to establish a fixed price to buy or sell a product.
- Market sharing. When competing businesses divide customers or territories amongst themselves instead of letting the free market decide.
When should I use an unincorporated joint venture agreement?
An unincorporated joint venture agreement should be used if two or more businesses plan on working together towards a shared goal but remain unincorporated.
Since you will not incorporate the new venture, you will need to prepare a clearly worded joint venture agreement to define the nature of your relationship and outline the duties and obligations of each party.
How effective is an unincorporated joint venture agreement?
An unincorporated joint venture agreement is very effective as it's what determines the relationship between the parties involved in the joint venture. It outlines the obligations of everyone involved, including the financial contributions, operational support and who receives what in terms of the profits.
Having the agreement before embarking on a joint venture ensures each party is well aware of its rights and responsibilities, minimizing the possibility of disagreements. In case there are disagreements, parties will follow the dispute resolution channels outlined in the agreement.
If disagreements end up in court, the courts will rely on the unincorporated joint venture agreement to determine each party's duties and obligations.
Do I need a lawyer to write an unincorporated joint venture agreement?
There is no legal requirement for you to have a lawyer prepare your unincorporated joint venture agreement. However, because of the complex nature and importance of unincorporated joint venture agreements, it may be advisable to have a joint venture lawyer to draft or review the document.
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