Joint Venture Agreements in Florida

January 3, 2020 Are you thinking of starting a joint venture in Florida? If you are considering a specific business opportunity with another person, a joint venture may be the best fit for you.

A joint venture is any kind of business partnership formed between two or more individuals. These business partnerships are memorialized in a Joint Venture Agreement.

People can form joint ventures for long-term business purposes, like launching an ongoing marketing campaign together. They can also form joint ventures for short-term projects, like putting on one specific event together.

The great benefit of a joint venture is its flexibility. It is well suited to situations that are more complicated than simple sale-and-purchase transactions.

Business Organizations Attorney Trevor Brewer
In a Joint Venture Agreement in Florida, the parties can outline the terms of their relationship. There are several important terms to include in a Joint Venture Agreement.

KEY PROVISIONS IN A JOINT VENTURE AGREEMENT

The following key provisions must be included in a Joint Venture Agreement for both parties to protect themselves.

THE PARTIES’ CONTRIBUTIONS.

Among the most important elements of a Joint Venture Agreement are the parties’ specific contributions. In other words, what is each party bringing to the joint venture? Here, you can discuss both monetary contributions and work contributions.

THE JOINT VENTURE’S PURPOSE.

Why are the parties entering into their joint venture? Although it may seem basic, outlining the purpose of the joint venture in Florida is extremely important so that each party is on the same page.

THE TERM.

How long will the joint venture last? Is there a set end date? Are there deadlines that the parties need to meet in the middle? These are all important questions to answer in your Joint Venture Agreement in Florida.

THE PROFIT/LOSS SPLIT.

Will the parties split the profits and losses 50/50? Or will they earn money and split loss based on their contributions? Set this out clearly to avoid disputes down the line.

INTELLECTUAL PROPERTY OWNERSHIP.

Who owns the intellectual property associated with the joint venture? If both parties do, will there be rules on who can use what? Will the trademarks and copyrights be registered federally? Depending on the particular joint venture, the intellectual property can be the most valuable part. It’s important to answer these questions before the joint venture gets started.

HOW TO HANDLE SOMEONE LEAVING.

What if someone wants to terminate the parties’ agreement before the purpose of the joint venture is complete? How will you handle that, and what will happen to the joint venture? Include the answers to these questions in the text of the document to handle this unexpected situation.

DISPUTE RESOLUTION.

If the parties find themselves in a disagreement that they can’t work around, what will they do? Will they mediate or terminate their agreement? Disputes between the parties will happen in a joint venture, so it’s important to work out how to handle them early on.

Along with including all of these terms, it is also important to customize your Joint Venture Agreement. In other words, it’s not a good idea to simply pull a template document online and try to figure it out yourself. It’s much better to contact an experienced business law attorney to help you draft your Joint Venture Agreement.

DUTIES THE PARTIES OWE EACH OTHER

In a joint venture, the parties owe each other specific duties. They include:

The duty of loyalty,
The duty of good faith, and
The duty of fairness and honesty.
These duties are relatively straightforward. The joint venturers must act with loyalty towards each other, act in the best interest of the joint venture, and act with fairness and honesty.

CONTACT AN EXPERIENCED BUSINESS LAW ATTORNEY IN FLORIDA

If you’re ready to enter into a joint venture in Florida, contact an experienced business law attorney. At BrewerLong, we’ve helped many clients draft comprehensive and binding joint venture agreements. Get in touch with us today.

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