A Joint Venture Agreement can be used where two or more existing businesses agree to co-operate and combine their resources with a view to profit.
This Joint Venture Agreement is suitable for the simplest form of Joint Venture (compared to a legal partnership or a corporate Joint Venture) which does not involve any structural changes and the parties retain their own independence and base their co-operation entirely upon contract. Each participant is liable on its own share of profit and gets the direct benefit of any tax reliefs. The main advantages of this simple form of Joint Venture are independence, cheapness and simplicity.
This Agreement is suitable where two or more businesses wish to come together for a specific project for a specific length of time but do not wish to be bound together indefinitely.
This agreement is suitable for use by businesses based in England, Scotland or Wales includes the following clauses:
- details of the parties
- purpose of the joint venture
- term
- contribution of parties
- accounts
- roles
- management
- promotion
- confidentiality (non-disclosure)
- intellectual property rights
- termination
- notices
- arbitration
Example Joint Venture Agreement
Protecting your Intellectual Property in a Joint Venture
Things that are written or recorded, including software, are automatically protected by copyright. If it has been written jointly, joint ownership is attributed unless it can be split into clear parts e.g. lyrics to a song, music to a song but joint ownership of the whole.
Each distinct professional contribution must be identified, prioritised, allocated and costed. All participants including the chosen professionals must work together taking into account the job being performed by the other participants in the process. This will allow you to log each contribution and allocate ownership of intellectual property.
For more information on intellectual property rights see www.ipo.gov.uk.