A neutral-form unincorporated joint venture / consortium agreement for three parties (a JV leader and two participants) collaborating to manufacture and supply products for 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. An unincorporated JV can amount to a partnership in law, with joint and several liability to third parties, take advice, and consider whether a JV company would better limit liability. - Set out clearly how manufacturing responsibilities, profit/loss and liability are shared (clauses 4, 6 and 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"); (2) [PARTY B NAME] of [ADDRESS]; and (3) [PARTY C NAME] of [ADDRESS] (B and C, the "Participants"; all three, the "Parties").
Agreed terms
1. Purpose and scope. The Parties form an unincorporated joint venture (the "JV") to manufacture and supply [DESCRIBE PRODUCTS] for [the Project] in [JURISDICTION/TERRITORY]. The JV is for this Project only and is not permanent.
2. No separate entity. The JV does not create a separate legal entity. The Parties intend the arrangement not to constitute a partnership, but whether a partnership arises will depend on the substance of the arrangement and the Parties' conduct; a single-project unincorporated JV can still be a partnership in law if the relevant legal tests are met. The Parties' liability between themselves is dealt with in clause 7.
3. The Leader's role. The Leader will co-ordinate the JV, be the main contact with [the Client/customer], exercise the executive authority in Schedule 1, and manage the programme, acting in the JV's interests.
4. Manufacturing responsibilities. Each Party will manufacture/supply the components and perform the scope allocated to it in Schedule 2, using the resources, facilities and personnel set out there, to the agreed specifications, quality standards and timetable.
5. Quality and specifications. All products must conform to the specifications and quality standards in Schedule 2. The Parties will co-operate on quality control and inspection.
6. Profit, loss and payment. The Parties will share the Project's profit and loss, and receive payment, as set out in Schedule 3 (e.g. in proportion to their contributions).
7. Liability and indemnity. [Set out how liability is shared between the Parties; each Party indemnifies the others for losses caused by its own breach, defective products or default.] (Note: to third parties, the Parties may be jointly and severally liable.)
8. Insurance. Each Party will maintain appropriate insurance, including product liability and public liability cover of at least £[AMOUNT].
9. Default and termination. If a Party defaults, [set out the consequences, step-in, suspension, removal or replacement]. The JV ends on completion of the Project or as set out in Schedule 4.
10. Confidentiality and IP. Each Party keeps the others' information confidential; each retains its own background IP, and IP created for the Project is dealt with in Schedule 5.
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]: __________________ Date: [DATE] Signed for [PARTY B]: __________________ Date: [DATE] Signed for [PARTY C]: __________________ Date: [DATE]
Schedules: 1, Leader's authority · 2, Scope, specifications and quality · 3, Profit/loss and payment · 4, Term and termination · 5, IP
--- This template is a starting point and not legal advice. Unincorporated JVs can create partnership-style joint liability and product-liability exposure, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.