Joint Venture Agreement

Joint ventures fail more often than they succeed, and the failures are almost always predictable from the agreement. A good joint venture agreement does not assume the parties will get on. It assumes they will eventually disagree on something material, and it provides a mechanism (buy-sell, auction, deadlock break, exit at fair value) to resolve that without litigation.

What a contractual joint venture is doing

A joint venture agreement is a contract between two or more parties who want to collaborate on a specific project or commercial objective while remaining separate businesses. It sets out each party's contributions, whether financial, intellectual property, or personnel, and how profits, losses, decisions, and risks are shared. Without a clear written agreement, disputes about roles, money, and ownership are almost inevitable.

Joint ventures are commonly used for co-development projects, market-entry collaborations, and commercial partnerships in which the parties want to work together without merging their businesses or forming a separate company. A contractual joint venture is simpler and more flexible than an incorporated joint venture and avoids the additional compliance obligations of running a separate company.

The recurring problems in JV agreements are unclear governance (who decides what, by what vote); unclear contributions (what each party is bringing, when, and what happens if they don't); and unclear exit (what triggers an unwind, what the price is, and who buys whom). The agreement should also handle non-compete and IP allocation cleanly: what each party owns going in, what the JV creates, and what happens to that IP if the venture unwinds.

Example: a typical scope and fixed fee

For a contractual joint venture between two parties, with a defined commercial scope, the typical scope looks like this.

What's included

• A consultation to understand the joint venture, each party's contributions, and the commercial objectives
• Drafting of a contractual joint venture agreement for two parties, covering scope and objectives, contributions (financial, IP, personnel), management and decision-making, profit and loss sharing, IP ownership and licensing, confidentiality, term, termination, and exit
• One round of revisions based on your feedback
• Final version ready for execution

What's outside this scope

• Joint ventures involving three or more parties (I can quote separately)
• Incorporated joint ventures requiring a new company to be formed (additional corporate documents required)
• Regulatory approvals or competition law advice
• Negotiation with the other party beyond the scope described above
• Tax advice

Fixed fee: £950, no VAT.

How I will approach your matter

Once you have instructed me, I will arrange a consultation to understand the venture, each party's contributions, and the commercial objectives before putting pen to paper. JV drafting is fact-sensitive, and the time spent on the front-end conversation pays back in the quality of the document.

The first draft will reflect the structure we have discussed. The revision round is for refining the mechanics, particularly around governance, deadlock, and exit, which is where most of the practical work goes.

Common questions

Contractual JV or incorporated JV. Which do I need?

A contractual JV is an agreement between the parties that does not create a separate company. An incorporated JV involves setting up a new company owned by the JV partners. Contractual JVs are simpler and more flexible; incorporated JVs provide limited liability and a clearer separation of the venture's assets and liabilities.