A neutral-form unincorporated joint venture / consortium agreement, under which a JV leader and a participant come together to provide a service to a client on a specific project, governed by the law of England & Wales.
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is an unincorporated JV for a single project (not a permanent company). Note that an unincorporated JV can amount to a partnership in law, with joint and several liability to third parties, take advice, and consider whether a special purpose company would be better for liability reasons. - Decide carefully how liability, profit/loss and authority are shared (clauses 4–7). - Have a solicitor review before use.
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THIS JOINT VENTURE AGREEMENT is made on [DATE]
BETWEEN (1) [PARTY A NAME] of [ADDRESS] (the "Leader"); and (2) [PARTY B NAME] of [ADDRESS] (the "Participant") (together the "Parties").
Agreed terms
1. Purpose and scope. The Parties form an unincorporated joint venture (the "JV") to provide [DESCRIBE THE SERVICE] to [CLIENT NAME] (the "Client") in [JURISDICTION/TERRITORY] in connection with [the Project] (the "Project"). The JV is for this Project only and is not a general or permanent arrangement.
2. No separate entity / relationship. The JV does not create a separate legal entity. The Parties intend their relationship to be [a partnership for this Project / contractual only, specify], and will clarify liability in clause 7.
3. The Leader's role. The Leader will [lead the JV, be the main point of contact with the Client, co-ordinate the work, and exercise the executive authority set out in Schedule 1], acting in the interests of the JV.
4. Responsibilities and contributions. Each Party will perform the scope allocated to it in Schedule 2, and contribute the resources, personnel and equipment set out there, to the required standard and timetable.
5. The Client contract. [The Leader / the Parties jointly] will contract with the Client. Each Party will perform its part so as to enable the JV to meet its obligations to the Client.
6. Profit, loss and payment. The Parties will share the Project's profit and loss as set out in Schedule 3 ([e.g. in proportion to their contributions]). Payments from the Client will be dealt with as set out there.
7. Liability and indemnity. [State how liability between the Parties is shared, and that each Party indemnifies the other for losses caused by its own breach or default.] (Note: to third parties, including the Client, the Parties may be jointly and severally liable.)
8. Insurance. Each Party will maintain appropriate insurance (including [professional indemnity / public liability] of at least £[AMOUNT]).
9. Default and termination. If a Party defaults, [set out the consequences, e.g. step-in rights, suspension, or removal]. The JV ends on completion of the Project or as set out in Schedule 4.
10. Confidentiality. Each Party will keep the other's and the Client's information confidential.
11. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [PARTY A NAME]: __________________ Date: [DATE] Signed for [PARTY B NAME]: __________________ Date: [DATE]
Schedules: 1, Leader's authority · 2, Scope and contributions · 3, Profit/loss and payment · 4, Term and termination
--- This template is a starting point and not legal advice. Unincorporated JVs can create partnership-style joint liability, have a qualified solicitor review and adapt it (and consider a JV company) before use. Governing law: England & Wales.