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Joint Venture Contractual template, UK

Two businesses work together without a new company. Answer a few plain-English questions and Scorpia drafts the complete document for your situation, checks it with a second review pass, and shows you a free preview before you pay anything.

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What the document looks like

CONTRACTUAL JOINT VENTURE AGREEMENT

__________ and __________ | Effective: __________

THIS JOINT VENTURE AGREEMENT (the "Agreement") is entered into on __________

BETWEEN:

(1) __________, a company incorporated in England and Wales with company number __________, whose registered office is at __________ ("Party A"); and

(2) __________, a company incorporated in England and Wales with company number __________, whose registered office is at __________ ("Party B").

Party A and Party B are referred to individually as a "Party" and collectively as the "Parties".

1. DEFINITIONS AND INTERPRETATION

(1.1) In this Agreement:

(a) "Business Day" means any day other than Saturday, Sunday or a public holiday in England and Wales;

(b) "Confidential Information" has the meaning given in clause 13;

(c) "Intellectual Property Rights" means all patents, trade marks, service marks, registered designs, copyrights, database rights, design rights, know-how, trade secrets and all other intellectual property rights, whether or not registered, existing anywhere in the world;

(d) "Joint Venture" means the contractual joint venture established under this Agreement;

(e) "JV Account" means the dedicated bank account to be opened in accordance with clause 6;

(f) "JV Profits" means the net profits of the Joint Venture after deduction of all JV Costs;

(g) "Project" means __________;

(h) "Term" has the meaning given in clause 4.

(1.2) Unless the context requires otherwise, references to "writing" include email and other electronic communications.

2. FORMATION OF JOINT VENTURE

(2.1) The Parties agree to enter into a contractual joint venture for the exclusive purpose of carrying out the Project on the terms and conditions set out in this Agreement.

(2.2) This Agreement does not create a partnership, limited partnership or any other legal entity between the Parties. Each Party retains its separate corporate identity and neither Party shall have authority to act as agent of, or to bind, the other Party except as expressly set out in this Agreement.

(2.3) Neither Party shall hold itself out as agent or partner of the other Party to any third party.

An excerpt from the precedent this template is built on. Your document is drafted around your answers — the blanks are filled in, and clauses you do not need are left out.

What it covers

  1. Definitions and interpretation
  2. Formation of joint venture
  3. Contributions
  4. Term
  5. Management
  6. Finances
  7. Profit sharing
  8. Exclusivity
  9. Intellectual property
  10. Liability
  11. Representations and warranties
  12. Force majeure
  13. Confidentiality
  14. Anti-bribery and anti-corruption

Questions people ask

Is this a real contract or a form to fill in?

A complete document. You answer questions in plain English and Scorpia drafts every clause to match your answers, then a second review pass checks it before you see it. Nothing is left as a blank to fill in unless you chose to leave it for later.

Which law does it follow?

The law of England and Wales by default; Scotland and Northern Ireland are available where the document type exists there. The drafting notes behind each template are kept current with UK law.

What does it cost?

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Can I edit, sign and send it?

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Is Scorpia a law firm?

No. Scorpia is software that drafts and checks documents. It is not a law firm and does not give legal advice. For a dispute, a company sale or anything unusual, use a solicitor.

What we’ll ask you

  • First party
  • Second party
  • First party registered office
  • Second party registered office
  • Purpose and business
  • Contributions of each party
  • Profit and cost sharing
  • Management and decision-making
Plus 14 optional choices (payment terms, liability, notice) with sensible defaults if you skip them. Not sure about a detail? Leave it blank — the draft highlights it for you to fill in later.

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