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Unincorporated Joint Venture Agreement Template for England and Wales

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Key Requirements PROMPT example:

Unincorporated Joint Venture Agreement

"Need an Unincorporated Joint Venture Agreement for a collaboration between my tech consulting firm and a software development company to create and market a new AI platform, with equal profit sharing and clear IP ownership provisions, starting March 2025."

Document background
The Unincorporated Joint Venture Agreement is commonly used when parties wish to collaborate on specific projects or ventures while maintaining their separate legal identities. This document, governed by English and Welsh law, is particularly suitable for time-limited projects, experimental ventures, or situations where parties want to avoid the complexity and cost of establishing a separate legal entity. It covers essential aspects such as contributions, profit-sharing, management structure, and risk allocation, while providing flexibility in terms of structure and operation. The agreement is particularly valuable for cross-border collaborations and projects requiring quick implementation.
Suggested Sections

1. Parties: Identification and details of all joint venture participants

2. Background/Recitals: Context of the joint venture and parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Scope and Purpose: Detailed description of joint venture objectives and activities

5. Contributions: Parties' respective contributions (capital, assets, expertise)

6. Management and Control: Decision-making processes and governance structure

7. Profit Sharing: Distribution of profits and losses

8. Term and Termination: Duration and circumstances for termination

9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Intellectual Property Rights: IP ownership and licensing arrangements - include when IP is created or shared in the venture

2. Non-Competition: Restrictions on competing activities - include when parties operate in similar markets

3. Employee Matters: Employment arrangements and responsibilities - include when joint venture will have employees

4. Data Protection: Compliance with UK GDPR and Data Protection Act 2018 - include when personal data will be processed

5. Force Majeure: Provisions for unforeseen circumstances preventing performance - include for long-term ventures

6. Confidentiality: Protection of confidential information shared between parties

Suggested Schedules

1. Business Plan: Detailed operational and financial plans for the joint venture

2. Initial Contributions Schedule: Itemized list of each party's initial contributions including valuations

3. Management Procedures: Detailed governance and decision-making procedures including voting rights

4. Assets Schedule: List of assets committed to the joint venture including ownership details

5. Service Level Agreements: Performance standards for services provided by parties to the joint venture

6. Reserved Matters: List of decisions requiring unanimous or special majority approval

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
Relevant Teams
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Industries

Partnership Act 1890: Fundamental legislation that may apply if the joint venture arrangement meets partnership criteria, even if not intended as a traditional partnership

Companies Act 2006: Key legislation for understanding the boundaries between incorporated and unincorporated entities, and relevant for any future incorporation provisions

Common Law of Contract: Body of case law governing formation and enforcement of contracts in England and Wales

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, particularly regarding limitation of liability and reasonableness

Misrepresentation Act 1967: Governs false statements made during contract formation that induce parties to enter into agreements

Competition Act 1998: Regulates anti-competitive behavior and ensures joint ventures don't violate competition law principles

Enterprise Act 2002: Supplements competition law framework and provides additional regulatory oversight for business arrangements

EU Retained Competition Law: Post-Brexit competition regulations retained from EU law that continue to apply in UK jurisdiction

Intellectual Property Rights Legislation: Various acts governing patents, trademarks, copyright, and other IP rights relevant to joint venture arrangements

Data Protection Act 2018: Along with UK GDPR, governs the processing and protection of personal data within the joint venture

Employment Rights Act 1996: Relevant if the joint venture will have employees, governing employment rights and obligations

Tax Legislation: Various tax laws including partnership tax rules affecting the fiscal treatment of unincorporated joint ventures

Consumer Rights Act 2015: Applicable if the joint venture's activities involve dealing with consumers directly

Industry-Specific Regulations: Sector-specific regulatory requirements that may apply depending on the joint venture's field of operation

Financial Services and Markets Act 2000: Relevant if the joint venture involves any regulated financial services activities

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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