Reviewing a joint venture agreement

A joint venture agreement puts two businesses into a shared enterprise, through a company they own together or a contract between them, with each contributing money, assets, people or rights and each wanting to protect what it brought and share what results. The agreement allocates control, funding, ownership of the results and the exit between the parties. I review the agreement from one party's side and return it marked up with a written explanation of the changes and which ones the other party will accept, for a fixed fee of £895 in five working days.

Who this is for

Businesses in England and Wales entering a joint venture with another company to develop a product, enter a market, deliver a contract or share a facility, whether through a jointly owned company or a contractual arrangement, and have been sent the other party's draft or want their own checked. Both parties are businesses.

What to look for in a joint venture agreement

Structure, and whether you have formed a partnership

A contractual joint venture in which two businesses carry on a business in common with a view of profit is a partnership under section 1 of the Partnership Act 1890 whether or not they call it one, with each partner liable for the other's acts in the business. The review checks whether the arrangement is a company, a contractual collaboration or, by accident, a partnership, and asks for an express statement that no partnership is created where that is intended, with each party responsible for its own obligations and neither able to bind the other.

Contributions, funding and what happens when one side stops paying

The agreement should set each party's initial contribution (cash, assets, licences, staff, customers), how the venture will be funded after that, whether either party is obliged to contribute more, and what happens when one does not: dilution, a loan from the other party at a stated return, or a right to buy out. The review checks valuation of non-cash contributions, the treatment of each party's costs incurred for the venture, and the approvals needed for the venture to borrow or spend.

Control, reserved matters and deadlock

In a joint venture company the articles and the shareholders agreement allocate control: board composition, the chair's casting vote, reserved matters needing both parties' consent, and information rights. Directors can be removed by ordinary resolution under section 168 of the Companies Act 2006, so a right to appoint directors needs contractual protection, and a minority party has the unfair prejudice remedy under section 994 as a backstop. The review checks the reserved matters list, the deadlock procedure (escalation, mediation, then a buy-sell mechanism or wind-up), and that neither party can change the venture's business without the other.

Intellectual property, confidentiality and know-how

Each party brings background intellectual property and the venture creates new rights. The review asks for background rights to stay with the contributor under a licence to the venture, for ownership of foreground rights to be allocated rather than left to joint ownership, since co-owners of copyright cannot exploit a work without each other's consent under section 10 of the Copyright, Designs and Patents Act 1988, for assignments to be in writing under section 90, and for confidential information to be protected in a way that satisfies the reasonable steps requirement of the Trade Secrets (Enforcement, etc.) Regulations 2018. Where patents are involved, their filing and ownership are for a patent attorney regulated by IPReg.

Competition between the parties and with the venture

Non-compete obligations on the parties, exclusivity of supply to the venture and restrictions on the venture's own sales are agreements between undertakings, and a joint venture between competitors can breach section 2 of the Competition Act 1998 where it restricts competition beyond what the venture needs. The review checks that non-compete obligations are limited to the venture's business and territory for the life of the venture, that information shared between competing parents is confined to what the venture needs, and that neither party can use the venture to coordinate its own market conduct.

Exit, transfers, termination and what each side takes away

The agreement should set the term, the events that trigger an exit (breach, insolvency, change of control, deadlock, a party's withdrawal after a minimum period), the transfer restrictions and pre-emption rights, and a buy-out mechanism with a valuation method. The review checks what each party takes away on termination: its background rights, its customers, its staff, and a licence to foreground rights it needs to continue its own business, and that the winding-up of a contractual venture settles accounts between the parties. The Late Payment of Commercial Debts (Interest) Act 1998 applies to sums due between them.

What it costs

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

We are a minority partner. What protects us?

The reserved matters, the right to appoint a director, information rights, pre-emption on share transfers and the deadlock and exit mechanisms, all of which the review checks. The unfair prejudice remedy in the Companies Act 2006 is a backstop, not a substitute for the agreement.

Who owns what the joint venture creates?

The agreement decides, and if it is silent joint ownership follows, which neither party can exploit alone. The review asks for background rights to stay with the contributor, foreground rights to be allocated to the venture or one party, and a licence to the other so that each can carry on afterwards.

Can we walk away if it is not working?

Only on the terms the agreement provides. The review asks for a withdrawal right after a minimum period on notice, a buy-out mechanism with a valuation method, and a clear statement of what you take with you: your rights, your customers and your staff.

Related guidance and services

• Contract review, £895, the service this page describes
• Shareholders agreement, £995
• Reviewing a collaboration agreement with another business
• Reviewing a teaming agreement for a joint bid

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.