Joint Venture Agreement
This Joint Venture Agreement is made between [Party A name] (the "Party A") and [Party B name] (the "Party B") as of the date of the last signature below.
1. Project
The parties will work together on [describe the project] from [date] until [date or completion].
2. Contributions
Party A contributes: [describe]. Party B contributes: [describe]. Costs are shared [how], and profits and losses are shared [how].
3. Management
Each party names one representative. Decisions on budget, pricing and anything outside the plan need both.
4. Separate businesses
This is a contract for one project. It does not create a partnership or company, and neither party may bind the other.
5. Confidentiality
Each party will keep the other's non-public information confidential, use it only for this agreement, and return or destroy it on request. This duty continues for [three years] after this agreement ends.
6. Ownership of work
On full payment, the Party B assigns to the Party A all rights in the work created specifically for the Party A under this agreement. The Party B keeps its pre-existing materials and know-how, and licenses the Party A to use any of them that are included in the work.
7. Liability
Each party's total liability under this agreement is limited to the amounts paid or payable under it, and neither party is liable for indirect or consequential loss. Nothing here limits liability that cannot be limited by law.
8. Ending this agreement
Either party may end this agreement on [30] days' written notice, or immediately if the other materially breaches it and does not fix the breach within [10] days of notice. Amounts due for work done up to the end date remain payable.
9. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.