Formal Agreement Template

The Joint Venture Agreement (the "Agreement") is effective as of (X day of X month, 20XX).

BETWEEN: (Your company name)(the "First Joint Venturer"), a corporation organised and existing under the laws of (State), with its head office located at (complete address).

AND: (Second Joint Venturer name)(the "Second Joint Venturer"), a corporation organised and existing under the laws of (State), with its head office located at (complete address).

This Agreement is entered by the First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the "Joint Venturers", for the purpose of performing (describe Joint Venture).

Witnesseth:

Whereas, the Parties are desirous of forming a Joint Venture (the "Venture"), under the laws of (State) by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests and liabilities in connection with the performance of the below mentioned project.

Now, therefore, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, "Venturers", for the purposes before mentioned, and intending to be legally bound hereby, the Parties hereto, after first being duly sworn, do covenant, agree and certify as follows:

The Venturers have agreed to make equal contributions to a campaign of nurturing and rewarding existing customers and attracting new potential customers to the hotel. Strategic actions and targets for these contributions include:

• (Insert specific intention and objective for collaboration)
• (Insert specific intention and objective for collaboration)
• (Insert specific intention and objective for collaboration)
• (Insert specific intention and objective for collaboration)
• (Insert specific intention and objective for collaboration)

INTENTION AND EXPECTATIONS OF OBJECTIVES

Expectations for achieving the goals and objectives of this Venture is (insert time period). Direct time periods and milestones for achieving required targets are outlined below:

Action/Objective	Date 1	Date 2	Date 3	Date 4	Date 5	Date 6
Action/objective 1
Action/objective 2
Action/objective 3
Action/objective 4
Action/objective 5

OBLIGATIONS

In order to achieve strategic objectives outlined in this agreement, Parties have agreed to and will be obligated to meet the following requirements as part of their contributions to the Venture:

(Your Company Name)

• Obligation 1
• Obligation 2
• Obligation 3

(Second Joint Venturer Name)

• Obligation 1
• Obligation 2
• Obligation 3

CONTRIBUTIONS OF GOODS AND SERVICES

Contributions of goods and services from each Joint Venturer have been identified expressly for maximum efficiency and effectiveness in achieving targets outlined in this document. Contributions of goods and services of each Venturer are outlined as below:

(Your Company Name)

• Contribution 1
• Contribution 2
• Contribution 3

(Second Joint Venturer Name)

• Contribution 1
• Contribution 2
• Contribution 3

COLLABORATIONS

Collaborative parties will be of key assistance in consultation and negotiation for achievement of Venture goals. Each Joint Venturer has identified collaborators relevant to their Venture contributions and obligations, and are detailed as follows:

(Your Company Name)

• Collaborator 1
• Collaborator 2
• Collaborator 3

(Second Joint Venturer Name)

• Collaborator 1
• Collaborator 2
• Collaborator 3

DISPUTE RESOLUTION

In the event of a dispute between the Venturers, the Venturers shall attempt to resolve the dispute as follows:

1. Issuance of Dispute Resolution Notice. The Venturer invoking the Dispute shall deliver a written notice to the other Venturer to include a description of the issue under Dispute and propose optimal and possible resolutions. The Dispute Notice shall include sufficient detail regarding the Dispute and the proposed resolution as reasonably required to enable the Venturer receiving the Dispute Notice to evaluate the Dispute and the proposed resolution and respond thereto.
2. Process for Dispute Resolution. Upon receipt of a Dispute Notice, the receiving Venturer shall have fourteen (14) days in which to deliver its own Dispute Notice to the first Venturer, responding to the first Dispute Notice and specifying additional Disputes, if any, to be resolved. After the second Dispute Notice is delivered or upon expiration of the fourteen (14) day period therefore, whichever occurs first (the "Dispute Notification Deadline"), the Venturers shall promptly schedule one or more meetings to discuss, and attempt in good faith, to resolve all Disputes described in the Dispute Notice(s). Such meetings shall be attended by the Venturers or their representatives with full authority to settle the Disputes at issue.

TERMINATION

Grounds

Either Venturer (the "First Venturer") or the other Venturer (the "Defaulting Venturer") may terminate this Agreement based on certain grounds:

1. Breaching a fundamental term of this Agreement which cannot be remedied.
2. Breaching a fundamental term of this Agreement which is capable of remedy and then fails to remedy that breach within thirty (30) days after having received a notice from the First Venturer calling upon it to remedy the breach.
3. Becoming insolvent, or being deemed to be insolvent under the Corporations ACT 2001(Cth), or making an arrangement with its creditors, or having a liquidator, administrator, receiver and manager, or receiver appointed, or being placed under any form of external control, or commencing to be wound up.
4. Neither Venturer shall have the right to serve termination notice upon each other during the term of this Agreement.

Effect of breach or termination

1. Upon the occurrence of a breach of this Agreement, the First Venturer may suspend the performance of its obligations under this Agreement until the Defaulting Venturer fully rectifies its breach.
2. Termination of this Agreement will not affect any right that either Venturer has or may have against the other Venturer arising from any prior contractual breach or other default.
3. Termination of this Agreement will not affect any right that either Venturer has.

Further effect of expiration or termination

Upon expiration of the Term or on the Termination Date (as applicable) there will be further effects of expiration or termination:

1. All rights granted to either Venturer in this Agreement, or otherwise, will revert to the respective Party who holds rightful ownership without the need for anything else to be done.
2. Both Venturers must cease any reference, verbal, print media or digital, to each other in any marketing or sales promotional activities, including, (specify action/objectives, collaborative contributions, obligations outlined in this Agreement).
3. Cease using and displaying in any manner the other Venturer's logos or anything which imitates or is deceptively similar to them.
4. Cease using the other Venturer's Confidential Information.
5. Each Venturer must promptly return, or otherwise dispose of, all manifestations of the other Venturer's Confidential Information in respect of the Venture in whatever media they may exist and all other materials relating to the Intellectual Property Rights which are owned by the other Venturer.

EXECUTED as an agreement.

For and on behalf of )

(First Joint Venturer Name) )

Trading as (First Joint Venturer Name) )

Address )

___________________________________

Signature of an Authorised Officer

____________ __________________________________

Name in full

____________ __________________________________ Date

__________________________________

Witness Signature

_______________ __________________________________

Witness's Name in full

For and on behalf of )

(Second Joint Venturer Name) )

Trading as (Second Joint Venturer Name) )

Address )

___________________________________

Signature of an Authorised Officer

____________ __________________________________

Name in full

__________ __________________________________ Date

__________________________________

Witness Signature

Scenario You are on the Executive Committee at The Righteous Inn hotel in Sydney. The owners and General Manager have asked that you develop and introduce a new product or service that the property can offer to its existing customers and use as a means of attracting new customers to the business. They have further insisted you undertake this project as a joint-venture initiative with another five- star luxury hotel in Brisbane, owned by a well-known and respected operator in the domestic and international market. The owners feel that forming a mutually advantageous business relationship with this property is a good strategic move and one that will enable cost-sharing and also enhance the brand of both venues. Management at that property have indicated they are open to and positive about this suggestion that has already been put to them at the Board level. As advocates of a marketing approach to business (where the development of products and services should be targeted at identified customer need) the owners have requested that you undertake a structured analysis of the internal and external business environment the hotel is currently in, and then engage the services of a professional marketing consultant to assist with whatever it is you decide needs to be done. The owners have requested that you submit the following documents in order to springboard this initiative: I A formal agreement between your property and the Brisbane one, agreeing to and detailing arrangements for the joint-venture. 2. A formal agreement between you and a marketing consultant to assist you develop, implement and evaluate the initiative. 3. A Business Relationship Policy for the organisation to guide the activities of employees involved in establishing and maintaining strategic business contacts. 4. A Negotiation Policy or the organisation to guide the activities of employees involved in negotiating business deals and agreements on behalf of the business