The Joint Venture Agreement governs the relationship between two companies which set up a third company, the Joint Venture, with the intention of jointly establishing an activity with its own objectives: research, distribution and marketing, manufacturing, etc.

The Agreement establishes all the agreements necessary to start up and then manage the Joint Venture. In the issues of greatest importance (the company’s object, capital stock, valuing of contributions made, organization and administration, decision-taking, trouble-shooting), a number of alternatives of wording are offered in order for the most appropriate one to be chosen depending on each situation. It is also makes reference to the viability studies prior to the setting-up of the company and the financing of its costs.

For international transactions the International Joint Venture Agreement should be used.

Parties
Recitals
Articles

1. Object of the Joint Venture
2. Territory
3. Feasibility Study
4. Constitution of Joint Venture
5. Term
6. Capital Stock
7. Contributions from stockholders
8. Contribution of intangible assets
9. Responsibility of contributions
10. Valuing contributions
11. Technical or commercial commitments
12. Organization
13. Administration and management
14. Representation
15. Responsibility
16. Default of obligations
17. Accounts
18. Auditors

19. Share of profits and losses
20. Access to information
21. Agreement not to compete
22. The taking of decisions
23. Impasse
24. Restrictions on transfer of Stock
25. Change in the control of one Party
26. Replacement of one Party
27. Warning of termination of Joint Venture
28. Termination of Joint Venture
29. Liquidation of Joint Venture
30. Continuity of Joint Venture by one Party
31. Force Majeure
32. Prohibition of granting rights or obligations to third parties
33. Confidentiality
34. Expenses prior to the establishment of the Joint Venture
35. Other costs and taxation
36. Resolution of disagreement
37. Applicable law and competent jurisdiction

Signatures
Annexes