JOINT VENTURE AGREEMENT

This Agreement is made on the [Day] day of [Month] [Year].

BETWEEN

[Party A Name] (ACN/ABN: [ABN]) of [Address] (“Party A”)

AND

[Party B Name] (ACN/ABN: [ABN]) of [Address] (“Party B”)

(Collectively referred to as the “Parties”)

BACKGROUND

A. The Parties wish to collaborate on a specific business project. B. The Parties will remain separate entities and will not form a partnership. C. The Parties wish to set out their terms and conditions in this Agreement.

OPERATIVE PROVISIONS

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement unless the context otherwise requires:

“Agreement” means this Joint Venture Agreement and its Schedules. “Budget” means the budget for the Project set out in Schedule 1. “Confidential Information” means any information shared between the Parties that is not public knowledge. “Project” means the project described in Schedule 1.

2. OBJECTIVES AND SCOPE

2.1 The Parties agree to form a joint venture for the sole purpose of completing the Project. 2.2 The scope of the Project is detailed in Schedule 1. 2.3 The Parties agree not to undertake any other business activities under this joint venture arrangement.

3. CONTRIBUTIONS

3.1 Each Party agrees to contribute to the Joint Venture as set out in Schedule 2. 3.2 Contributions may be in the form of cash, equipment, labour, or intellectual property. 3.3 A Party must not withdraw their contribution without the written consent of the other Party.

4. PROFIT AND LOSS

4.1 The net profits and losses of the Project will be shared between the Parties as follows: Party A: [Percentage]% Party B: [Percentage]% 4.2 The Parties will agree on a method for calculating these amounts in the Budget. 4.3 Distributions of profit will occur [Timeframe, e.g., quarterly or upon completion].

5. MANAGEMENT AND DECISION MAKING

5.1 The Parties agree that [Name of Manager, if applicable] will act as the Managing Party for the Project. 5.2 Day to day operational decisions will be made by the Managing Party. 5.3 Major decisions require the unanimous written consent of both Parties. Major decisions include: (a) Changes to the Budget over $[Amount]. (b) Borrowing money in the Joint Venture name. (c) Changing the scope of the Project.

6. BANKING AND FINANCIAL RECORDS

6.1 The Parties will open a designated bank account for Joint Venture funds. 6.2 Signatories to the account will be [Name(s)]. 6.3 Proper accounting records must be kept for at least 5 years as required by the ATO. 6.4 Each Party has the right to inspect the books and records upon reasonable notice.

7. TAXATION

7.1 Each Party is responsible for their own tax liabilities arising from the Joint Venture. 7.2 The Parties agree to consult with their own tax advisors regarding GST and income tax obligations. 7.3 The Joint Venture is not a tax entity. Each Party will report their share of income in their own tax return.

8. WORKPLACE HEALTH AND SAFETY (WHS)

8.1 The Parties acknowledge they are Persons Conducting a Business or Undertaking (PCBU) under WHS laws. 8.2 The Parties agree to consult, cooperate and coordinate activities to ensure safety on the Project site. 8.3 The Managing Party will ensure that Safe Work Method Statements (SWMS) are prepared and followed.

9. INSURANCE AND INDEMNITY

9.1 Each Party must maintain their own Public Liability Insurance with a minimum cover of $[Amount] million. 9.2 The Party responsible for a specific task will indemnify the other Party against claims arising from their negligence. 9.3 Each Party confirms their insurance covers their involvement in this Joint Venture.

10. INTELLECTUAL PROPERTY

10.1 Each Party retains ownership of their pre-existing intellectual property. 10.2 Intellectual property created specifically for the Project will be owned by [Party A / Party B / Both Parties] as per Schedule 3.

11. CONFIDENTIALITY

11.1 The Parties agree to keep the terms of this Agreement and all commercial information confidential. 11.2 This clause remains in effect for [Number] years after the Agreement ends.

12. DISPUTE RESOLUTION

12.1 If a dispute arises, the Parties must first try to resolve it through good faith negotiation. 12.2 If negotiation fails, the Parties agree to attend mediation before commencing court proceedings.

13. TERM AND TERMINATION

13.1 This Agreement commences on the Start Date and continues until the Project is completed or terminated. 13.2 Either Party may terminate this Agreement by giving [Number] days written notice if: (a) The other Party commits a material breach and does not fix it within [Number] days. (b) The other Party becomes insolvent or bankrupt. 13.3 Upon termination, the Parties will settle all accounts and distribute remaining assets according to their profit share.

14. GENERAL

14.1 This Agreement is governed by the laws of [State/Territory, e.g., New South Wales]. 14.2 A change to this Agreement must be in writing and signed by both Parties. 14.3 If any part of this Agreement is invalid, the rest of the Agreement remains in force.

SIGNED BY THE PARTIES

SIGNED for and on behalf of Party A:

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Name: [Signatory Name] Position: [Position] Date: [Date]

SIGNED for and on behalf of Party B:

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Name: [Signatory Name] Position: [Position] Date: [Date]

SCHEDULE 1: PROJECT DETAILS

Project Name: [Name] Project Address: [Address] Start Date: [Date] Estimated End Date: [Date] Description of Work: [Insert detailed description]

SCHEDULE 2: CONTRIBUTIONS

Party	Contribution Type	Value	Description
A	Cash/Labour/Equipment	$0	Details
B	Cash/Labour/Equipment	$0	Details

SCHEDULE 3: INTELLECTUAL PROPERTY

[Insert details of who owns new IP created during the project]