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Joint Venture Agreement Template

A joint venture agreement records the terms on which two or more parties combine resources for a specific commercial project. Use our free New Zealand template to document contributions, governance, profit-sharing, and exit under the Contract and Commercial Law Act 2017 and Partnership Law Act 2019.

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JOINT VENTURE AGREEMENT
Unincorporated Joint Venture · New Zealand
PARTY 1
Tāmaki Construction Ltd.
14 Ponsonby Road, Auckland 1011
By: Robert K. Māhaki, Managing Director
PARTY 2
Southern Engineering Group Ltd.
66 Manchester Street, Christchurch Central, Canterbury 8011
By: Angela H. Cooper, Director
Tāmaki-Southern Infrastructure JV
Effective: 1 June 2026 to 31 December 2028
This Joint Venture Agreement (this "Agreement") is entered into as of 1 June 2026 by and between Tāmaki Construction Ltd. ("Party 1") and Southern Engineering Group Ltd. ("Party 2"), collectively the "Parties". The Parties wish to collaborate on the Joint Venture as described herein, governed by the Contract and Commercial Law Act 2017 (CCLA 2017) and the laws of New Zealand. The Parties agree as follows:
1.
JOINT VENTURE SCOPE AND PURPOSE
The Parties agree to establish and carry on an unincorporated joint venture (the "Joint Venture") under the name Tāmaki-Southern Infrastructure JV for the following purpose: To tender for and carry out civil infrastructure works including roading, drainage, and bridge construction for the Waikato Regional Council infrastructure programme 2026–2028. The principal office of the Joint Venture shall be at 14 Ponsonby Road, Auckland 1011. The Joint Venture is not a separate legal entity and does not constitute a partnership under the Partnership Act 1908. Each Party retains its own separate legal identity and remains independently responsible for its own business activities outside the scope of this Agreement.
2.
TERM
The Joint Venture shall commence on 1 June 2026 and continue until 31 December 2028, unless terminated earlier in accordance with this Agreement.
3.
CONTRIBUTIONS
Each Party shall contribute the following resources, capital, skills, or assets to the Joint Venture: Party 1 shall contribute: Project management expertise, Auckland-based plant and equipment, client relationships with Waikato Regional Council. Party 2 shall contribute: Engineering design capability, South Island specialist labour pool, NZD 250,000 working capital contribution. Additional contributions may only be made by the unanimous written agreement of all Parties. Each Party's contributions shall be used exclusively for the purposes of the Joint Venture. No Party shall withdraw its contribution without the prior written consent of the other Party.
4.
PROFIT, LOSS AND COSTS
Net profits and net losses arising from the Joint Venture shall be shared between the Parties as follows: Party 1 shall receive 60% and Party 2 shall receive 40%. Joint Venture costs and expenses shall be borne in the same proportions unless otherwise agreed in writing. Each Party is responsible for its own income tax obligations on its share of Joint Venture income. Distributions shall be made at such times as the Parties unanimously agree. Financial records of the Joint Venture shall be maintained in accordance with generally accepted accounting principles (GAAP) and each Party shall have full access to those records.
5.
MANAGEMENT AND ACCOUNTS
The Joint Venture shall be managed jointly by the Parties. Each Party shall have the right to participate in the management and operations of the Joint Venture. Each Party shall designate one (1) representative to a joint management committee, which shall meet regularly to review and direct Joint Venture operations. All material decisions of the Joint Venture shall require the unanimous written consent of all Parties. A joint bank account shall be maintained for Joint Venture funds, requiring the signature of both Parties (or their authorised representatives) for withdrawals exceeding a threshold agreed in writing. All Joint Venture funds shall be kept separate from each Party's personal or business funds.
6.
GOOD FAITH AND CONFIDENTIALITY
Each Party shall act in good faith towards the Joint Venture and towards the other Party. Each Party agrees to keep confidential all non-public information relating to the Joint Venture, including financial data, business plans, client information, and technical know-how, both during and for three (3) years after the termination of this Agreement. No Party shall use Joint Venture information for personal benefit outside the scope of this Agreement.
7.
INTELLECTUAL PROPERTY
Any intellectual property created jointly by the Parties in the course of the Joint Venture (the "JV IP") shall be jointly owned by the Parties in proportion to their profit-sharing interests under this Agreement, unless otherwise agreed in writing. Each Party retains sole ownership of all intellectual property it brings to the Joint Venture ("Background IP"). The Parties grant each other a non-exclusive, royalty-free licence to use their respective Background IP solely for the purposes of the Joint Venture. Upon termination of the Joint Venture, the Parties shall agree in writing on the future ownership, licensing, or disposition of JV IP.
8.
TERMINATION
This Agreement may be terminated: (a) by the unanimous written agreement of all Parties; (b) by either Party giving thirty (30) days' written notice to the other Party; (c) upon completion of the purpose of the Joint Venture; (d) upon the insolvency or bankruptcy of either Party; or (e) upon any material breach by a Party that remains unremedied for fourteen (14) days after written notice. Upon termination, the Parties shall wind up the Joint Venture affairs, pay all Joint Venture liabilities, and distribute any remaining assets and profits in accordance with the profit-sharing proportions.
9.
DISPUTE RESOLUTION
Any dispute arising out of or in connection with this Agreement shall first be referred to good faith negotiation between senior representatives of the Parties for a period of twenty (20) business days. If the dispute is not resolved by negotiation, either Party may refer the matter to mediation through a mutually agreed mediator. If mediation fails, either Party may commence legal proceedings in the courts of Auckland, New Zealand. Nothing in this clause prevents a Party from seeking urgent interlocutory relief.
10.
GOVERNING LAW AND GENERAL PROVISIONS
This Agreement shall be governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017). Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the Joint Venture. Amendment: No amendment is valid unless in writing and signed by all Parties. Severability: If any provision is found unenforceable, the remaining provisions continue in full force. Assignment: Neither Party may assign its interest in the Joint Venture without the prior written consent of the other Party. Electronic Execution: This Agreement may be executed electronically under the CCLA 2017, Part 4.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
PARTY 1
Robert K. Māhaki
Managing Director
Tāmaki Construction Ltd.
Date: ____________________
PARTY 2
Angela H. Cooper
Director
Southern Engineering Group Ltd.
Date: ____________________

What Is a Joint Venture Agreement?

A joint venture (JV) is an arrangement in which two or more parties combine resources — capital, expertise, technology, or market access — to pursue a specific project or business opportunity while remaining separate legal entities. Unlike a partnership, a joint venture is usually project-specific, time-limited, and structured to avoid joint liability for each other’s general obligations.

In New Zealand, joint ventures are generally structured in one of three ways: as an unincorporated joint venture (a contractual arrangement between the parties), as an incorporated joint venture through a jointly owned company under the Companies Act 1993, or through a limited partnership under the Limited Partnerships Act 2008. The choice has significant tax, liability, and governance implications and should be considered with accounting and legal advice.

A well-drafted JV agreement sets out each party’s contributions and responsibilities, the governance structure (including deadlock resolution), how profits and losses are shared, intellectual property treatment, restrictions on competing activities, and the mechanisms for exiting the venture. It is essential for aligning expectations and avoiding disputes when the venture matures or underperforms.

What's Covered in This Template

Our JV template captures the governance, financial, and exit provisions required for a New Zealand joint venture.

Parties and Structure

Identification of the joint venturers and the chosen structure (unincorporated, incorporated company, or limited partnership).

Purpose and Scope

Clear statement of the JV’s commercial purpose and the boundaries of its activities.

Contributions

Schedule of each party’s cash, asset, IP, and in-kind contributions, and the consequences of failure to contribute.

Governance and Management

Steering committee composition, meeting requirements, decision-making thresholds, and reserved matters.

Profit and Loss Sharing

Allocation of profits, losses, and distributions in proportion to contributions or as otherwise agreed.

Intellectual Property

Ownership of background IP, jointly developed IP, and licences needed to operate the venture.

Confidentiality

Protection of venture information and each party’s pre-existing confidential material.

Non-Compete and Exclusivity

Restrictions on each party competing with the JV or pursuing similar opportunities outside the venture.

Deadlock Resolution

Escalation, mediation, expert determination, or buy-sell ("shoot-out") mechanisms to break deadlocks.

Transfer Restrictions

Pre-emption rights, drag-along, and tag-along provisions on transfer of interests.

Term and Termination

Trigger events, wind-up process, distribution of assets, and survival of obligations.

Governing Law and Disputes

Application of New Zealand law and dispute resolution via mediation, arbitration, or the courts.

How to Create a Joint Venture Agreement

Follow the steps below to generate a professional New Zealand joint venture agreement.

  1. 1

    Choose the JV Structure

    Decide between unincorporated, incorporated (JV company), or limited partnership. This influences tax and liability.

  2. 2

    Enter Party Details and Contributions

    Provide each party’s NZBN, address, representatives, and a description of their contributions.

  3. 3

    Set Governance and Voting

    Configure the steering committee, quorum, ordinary and reserved-matter voting thresholds.

  4. 4

    Define Profit Sharing and IP

    Specify how profits, losses, and distributions flow, and how background and foreground IP are treated.

  5. 5

    Review Exit Mechanics and Download

    Set transfer restrictions, deadlock mechanisms, and termination triggers, then download the PDF.

Legal Considerations

Joint ventures in New Zealand engage company, partnership, tax, and competition law.

This template is provided for informational purposes only and does not constitute legal or tax advice. Joint ventures involving significant capital or regulated industries should always be reviewed by a New Zealand lawyer and accountant.

Reviewed for New Zealand law

Avoiding Unintended Partnership

An unincorporated joint venture risks being characterised as a partnership under the Partnership Law Act 2019, which would expose each party to joint and several liability for the other’s acts. The agreement should expressly state that no partnership is created and should reflect economic reality. Careful drafting of profit-sharing and representation clauses is essential to avoid inadvertent partnership.

Commerce Act 1986 Considerations

Joint ventures involving competitors require careful scrutiny under the Commerce Act 1986. Section 27 prohibits contracts that substantially lessen competition, and section 30 prohibits cartel conduct (price fixing, market allocation, output restrictions). The "collaborative activities" exception in section 31 may apply but has strict requirements. For significant JVs, a Commerce Commission clearance or authorisation may be appropriate.

Tax Treatment

For unincorporated JVs, each party is taxed on its share of income. An incorporated JV is taxed as a company. Limited partnerships under the Limited Partnerships Act 2008 provide flow-through tax treatment for income tax purposes under subpart HG of the Income Tax Act 2007. Choice of structure has major consequences for timing, loss utilisation, and withholding obligations.

Deadlock and Exit Planning

Joint ventures frequently fail when partners disagree. Strong deadlock provisions — escalation to senior executives, mediation under LEADR/Resolution Institute, expert determination, or a "Russian roulette"/"Texas shoot-out" buy-sell mechanism — are essential. Clear exit rights (pre-emption, drag-along, tag-along) also prevent a party being trapped in a failing venture.

Frequently Asked Questions

Launch Your Joint Venture with Clarity

Create a robust, New Zealand-compliant joint venture agreement that sets each partner up for success. Clear governance, aligned incentives, clean exit.

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