Joint Venture Agreement

Summary

This template is a Joint Venture Agreement contemplating a joint venture between two entities who wish to establish a limited liability company as their joint venture vehicle. This template includes practical guidance. The purpose of the joint venture is to research and develop a new product for later manufacture for sale. Both parties own background IP and agree to extend any necessary licenses to the other party. The agreement incorporates the inventorship model where ownership of the developed or foreground IP is allocated to the party employing the people who developed it. For further discussion on the different types of joint ventures that can be formed, see Joint Venture Structuring and Planning — Basic Forms of Joint Ventures and Joint Venture Structuring and Planning. For guidance on key issues in undertaking a joint venture arrangement, see Joint Venture Arrangement Fundamentals. For a discussion on key provisions in any joint venture agreement, see Key Provisions in Joint Venture Agreements. For a discussion on the use of additional ancillary agreements in joint ventures, see Operating the Joint Venture. For guidance on the due diligence that should be considered by parties entering a joint venture, see Due Diligence in the Establishment of Joint Ventures. For a quick review of risks to minimize when entering a joint venture, see Minimizing Risk in Contractual Joint Ventures Checklist For additional guidance on joint ventures, see Current Legal Forms with Tax Analysis §§ 2.20–2.30, Doing Business in the United States §§ 68.01–68.09, Business Organizations with Tax Planning §§ 41.01–41.12, and Warren's Forms of Agreements §§ 7.1–7.4. For an overview of key issues when contributing intellectual property assets to a joint venture, see Intellectual Property Assets and Joint Ventures and Joint Ventures Formation and Treatment of Intellectual Property Assets Checklist. For resources on corporate transactions related to intellectual property, see Intellectual Property & Technology Fundamentals Resource Kit. For resources on IP-related tasks for corporate transactions commonly encountered by in-house counsel, see In-House Intellectual Property & Technology Resource Kit.