JOINT VENTURE AGREEMENT

This Joint Venture Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_party_a}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its registered office at {{f3_registered_office_address_of_party_a}} (“JV Partner A”);

{{f4_name_of_party_b}}, a [company/LLP/partnership/individual; field type: TEXT] incorporated/registered under the laws of India, having its registered office at {{f5_registered_office_address_of_party_b}} (“JV Partner B”).

JV Partner A and JV Partner B are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. FORMATION OF JOINT VENTURE

1.1. The Parties hereby agree to establish a joint venture in the form of a {{f6_jv_structure_company_llp}}, to be incorporated under applicable Indian law (“JV Entity”).

1.2. The name of the JV Entity shall be {{f7_name_of_jv_entity}}.

1.3. The registered office of the JV Entity shall be at {{f8_registered_office_address_of_jv_entity}}.

2. OBJECT AND BUSINESS

2.1. The JV Entity shall carry on only the business of {{f9_precise_description_of_jv_business}} (“JV Business”).

2.2. The JV Entity shall not undertake any business outside the JV Business without unanimous written consent of the Parties.

3. CAPITAL CONTRIBUTION AND OWNERSHIP

3.1. The initial capital contribution shall be as follows:

Party	Contribution	Percentage
JV Partner A	{{f10_amount}}	{{f11_field}}
JV Partner B	{{f12_amount}}	{{f13_field}}

3.2. No dilution, transfer, or issuance of additional equity shall occur without unanimous written consent.

4. MANAGEMENT AND CONTROL

4.1. The Board of Directors / Designated Partners of the JV Entity shall consist of {{f14_number}} members.

4.2. Each Party shall have the right to nominate {{f15_number}} director(s)/partner(s).

4.3. The Chairperson shall be nominated by {{f16_party_name}} and shall not have a casting vote.

5. RESERVED MATTERS

5.1. The following matters shall require unanimous written consent of both Parties:
(a) alteration of charter documents;
(b) change in JV Business;
(c) capital increase or borrowing;
(d) related party transactions;
(e) merger, acquisition, or sale of assets;
(f) winding up or dissolution.

6. CONTRIBUTION OF RESOURCES

6.1. Each Party shall contribute the following non-cash resources:

JV Partner A: {{f17_assets_ip_services}}
JV Partner B: {{f18_assets_ip_services}}

6.2. All intellectual property created for the JV Business shall vest exclusively in the JV Entity.

7. PROFIT DISTRIBUTION

7.1. Net profits shall be distributed strictly in proportion to equity ownership, after statutory reserves and taxes.

7.2. Losses shall be borne in the same proportion.

8. EXCLUSIVITY AND NON-COMPETE

8.1. During the term of this Agreement, neither Party shall engage, directly or indirectly, in any business competing with the JV Business within {{f19_territory}}.

8.2. This restriction shall survive termination for {{f20_post_termination_period}}, to the extent enforceable under Indian law.

9. CONFIDENTIALITY

9.1. All technical, commercial, financial, and strategic information relating to the JV Business shall be Confidential Information.

9.2. Confidentiality obligations shall survive termination for 5 (five) years.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents that:
(a) it has full power and authority to enter into this Agreement;
(b) execution does not breach any other agreement;
(c) no insolvency proceedings are pending.

11. INDEMNITY

11.1. Each Party shall indemnify the other Party and the JV Entity against losses arising from breach of this Agreement, misrepresentation, or wilful misconduct.

12. TERM

12.1. This Agreement shall remain in force for {{f21_term_of_jv}}, unless terminated earlier in accordance with this Agreement.

13. TERMINATION

13.1. This Agreement may be terminated:
(a) by mutual written consent;
(b) upon material breach not cured within {{f22_cure_period}} days;
(c) upon insolvency of a Party;
(d) upon illegality of JV Business.

14. EXIT AND BUY-OUT

14.1. Upon termination, the non-defaulting Party shall have the right to purchase the defaulting Party’s interest at {{f23_valuation_price_mechanism}}.

14.2. No Party shall transfer its interest to a third party without first offering it to the other Party.

15. DISSOLUTION

15.1. Upon dissolution, assets shall be liquidated, liabilities discharged, and remaining proceeds distributed in proportion to ownership.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by the laws of India.

16.2. All disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f24_city_india}}
Language: English.

16.3. Courts at {{f25_city_india}} shall have exclusive jurisdiction for interim relief.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior arrangements.

18. AMENDMENT

18.1. Any amendment shall be valid only if made in writing and signed by both Parties.

19. EXECUTION

19.1. This Agreement may be executed in counterparts and electronically.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For JV Partner A
Name: {{f26_name}}
Designation: {{f27_designation}}
Signature: _______________________
Date: {{f28_date}}

For JV Partner B
Name: {{f29_name}}
Designation: {{f30_designation}}
Signature: _______________________
Date: {{f31_date}}

Joint Venture Agreement

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