Drafting a contractual joint venture agreement
Drafting a contractual joint venture agreement

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Drafting a contractual joint venture agreement
  • Contractual joint venture agreements
  • Duration
  • Ownership of assets
  • Allocation of profits and losses
  • The general rule—no allocation
  • Allocation of profits and losses
  • Research and development agreements
  • Contractual joint ventures and data protection
  • Competition law issues
  • More...

Contractual joint venture agreements

This Practice Note sets out various key commercial matters and options to be considered when drafting or reviewing a contractual joint venture agreement. This Practice Note covers drafting a contractual joint venture agreement where the participants to the joint venture enter into a contractual joint venture agreement setting out the terms of their co-operation and collaboration. It does not cover corporate joint ventures.

The participants to the joint venture need to consider the type of joint venture arrangement and structure that is most appropriate to meet the participants’ objectives, see Practice Notes: Setting up a joint venture—choice of structure and Drafting for particular types of contractual joint venture.

Whichever type of joint venture the participants choose, they should always enter into a comprehensive agreement dealing with:

  1. the participants' objectives in forming the joint venture

  2. the participants’ initial commitment to the venture in money, skills or other resources

  3. the way in which the revenue and expenses of the venture are to be divided between the participants, and

  4. the intended duration of the venture—the agreement should also provide for early termination in certain specified circumstances

When the participants have opted for a contractual joint venture, there should be terms in the joint venture agreement that set out, in detail, each participant's role in the venture. There should also be provisions attempting to ensure:

  1. that

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