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Free Joint Venture Agreement Template
Structure a joint venture with a comprehensive agreement covering contributions, profit sharing, governance, decision-making, intellectual property, and exit provisions under English law.
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JOINT VENTURE AGREEMENT
England And Wales · Partnership Act 1890 (S.1-2 Declared) · Competition Act 1998
PARTY 1
Acme Trading Ltd
10 Finsbury Square, London EC2A 1AF
Company No. 09123456
Company No. 09123456
By: James Hargreaves, Managing Director
PARTY 2
Pinnacle Solutions Ltd
5 Park Lane, Manchester M1 2BH
Company No. 11876543
Company No. 11876543
By: Sarah Collins, Chief Executive Officer
Project Horizon JV · United Kingdom and Republic of Ireland
Duration: Fixed Term · Vehicle: Contractual (Unincorporated)
This Joint Venture Agreement (this "Agreement") is entered into as of 2026-04-01 between Acme Trading Ltd (Company No. 09123456), with its registered / principal place of business at 10 Finsbury Square, London EC2A 1AF ("Party 1"), and Pinnacle Solutions Ltd (Company No. 11876543), with its registered / principal place of business at 5 Park Lane, Manchester M1 2BH ("Party 2") (each a "Party" and together the "Parties"). The Parties agree as follows:
1.
JOINT VENTURE PURPOSE
The Parties hereby establish a joint venture under the name Project Horizon JV (the "Joint Venture" or "JV") for the following purpose: Development and commercialisation of proprietary logistics software for the UK wholesale distribution market. The geographic territory of the Joint Venture shall be United Kingdom and Republic of Ireland. The Joint Venture shall not engage in any business activity outside the scope described above without the prior written consent of both Parties.
2.
RELATIONSHIP OF THE PARTIES
For the avoidance of doubt and notwithstanding sections 1 and 2 of the Partnership Act 1890, nothing in this Agreement shall constitute, or be deemed to constitute, the Parties as partners or create any joint and several liability between them under section 9 of the Partnership Act 1890. The Joint Venture is a purely contractual arrangement. Neither Party has authority to bind the other, to incur liabilities on behalf of the other or to hold itself out as the agent or representative of the other, except as expressly authorised in writing. Each Party shall remain a separate legal entity and shall be responsible for its own debts, liabilities, tax obligations and regulatory filings.
3.
DURATION
The Joint Venture shall commence on the date of this Agreement and shall continue until 31 December 2028, unless terminated earlier in accordance with this Agreement.
4.
CONTRIBUTIONS
Each Party shall contribute the following resources to the Joint Venture:
Acme Trading Ltd: GBP 50,000 cash capital plus office premises and IT infrastructure
Pinnacle Solutions Ltd: GBP 50,000 cash capital plus technical expertise and established sales network
Each Party shall make its contribution available promptly upon execution of this Agreement and shall maintain such contribution throughout the term of the Joint Venture. No Party shall withdraw, charge or otherwise encumber its contribution without the prior written consent of the other Party.
Acme Trading Ltd: GBP 50,000 cash capital plus office premises and IT infrastructure
Pinnacle Solutions Ltd: GBP 50,000 cash capital plus technical expertise and established sales network
Each Party shall make its contribution available promptly upon execution of this Agreement and shall maintain such contribution throughout the term of the Joint Venture. No Party shall withdraw, charge or otherwise encumber its contribution without the prior written consent of the other Party.
5.
PROFIT AND LOSS SHARING
The net profits of the Joint Venture shall be distributed as follows: Acme Trading Ltd: 60%; Pinnacle Solutions Ltd: 40%. Any losses incurred by the Joint Venture shall be borne by the Parties in the same proportions as their profit-sharing arrangement. Distributions shall be made at such intervals as the Parties may agree in writing, having first set aside amounts reasonably required for working capital, taxation and known or contingent liabilities.
6.
MANAGEMENT AND DECISION MAKING
The Joint Venture shall be managed by a joint management committee comprising one representative from each Party (the "JV Committee"). The JV Committee shall meet at least quarterly and shall maintain written minutes of its meetings. All Reserved Matters (as defined below) shall require the unanimous written consent of both Parties.
7.
RESERVED MATTERS
The following matters (the "Reserved Matters") shall not be carried out or undertaken without the prior written consent of both Parties:
- any change to the JV purpose, scope, name or territory;
- entry into any contract with a value exceeding GBP 25,000 or a term exceeding 12 months;
- incurring any borrowing, granting any security or giving any guarantee in the name of the Joint Venture;
- the admission of a third party to the Joint Venture, or assignment of rights under this Agreement;
- commencement or settlement of material litigation;
- sale, licence or assignment of any material Joint Venture intellectual property.
8.
DEADLOCK
If the Parties or their representatives fail to reach agreement on any Reserved Matter or other material decision within 14 days of the matter being tabled (a "Deadlock"), the matter shall be escalated in writing to a senior executive of each Party who shall meet in good faith (in person or virtually) within 14 days of escalation to attempt to resolve the Deadlock.
9.
INTELLECTUAL PROPERTY
Each Party shall retain full ownership of its pre-existing intellectual property (including patents under the Patents Act 1977, copyright under the CDPA 1988 and trade marks under the Trade Marks Act 1994). No rights in pre-existing intellectual property are granted by this Agreement other than as strictly necessary for the performance of the JV activities. All new intellectual property created jointly during the Joint Venture shall be jointly owned by the Parties in equal shares. Neither Party may license, assign or grant security over its interest in jointly owned IP without the prior written consent of the other, reflecting section 173(2) CDPA 1988 (joint authorship / ownership) and section 36(3) of the Patents Act 1977 (co-ownership of patents).
10.
NON-COMPETE
During the term of this Agreement, neither Party shall, directly or indirectly, carry on, participate in or be engaged or concerned in any business that directly competes with the Joint Venture within the same product market and geographic territory, without the prior written consent of the other Party. This restriction is drafted to be reasonable in scope and duration to protect the legitimate commercial interests of the Parties in their contributions to the Joint Venture, and to fall within the principles of the Competition Act 1998 and CMA guidance on ancillary restraints to a joint venture.
11.
COMPETITION LAW COMPLIANCE
Nothing in this Agreement is intended to, or shall be construed to, restrict, distort or prevent competition in the United Kingdom contrary to Chapter I of the Competition Act 1998 (anti-competitive agreements) or to constitute an abuse of a dominant position contrary to Chapter II. The Parties shall keep the operation of the Joint Venture under review to ensure ongoing compliance with competition law and, where required, shall take advantage of any applicable block exemption (including the Vertical Agreements Block Exemption Order 2022 or the Research and Development Block Exemption Regulation as retained in UK law), or make any notification required. Neither Party shall exchange with the other competitively sensitive information outside the scope necessary to operate the Joint Venture.
12.
DATA PROTECTION
To the extent that the Parties share personal data with each other in connection with the Joint Venture, each Party shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018 (as amended by the Data (Use and Access) Act 2025) (together "UK Data Protection Laws"). Where a Party acts as a controller, it shall establish a lawful basis under UK GDPR Article 6 (and, where applicable, Article 9), provide the transparency information required by UK GDPR Articles 13-14 and put in place appropriate technical and organisational measures (UK GDPR Article 32). Where applicable, the Parties may rely on the new "recognised legitimate interests" lawful basis at Annex 1 paragraph 1 to the DPA 2018 (as inserted by the DUA Act 2025). Where a Party acts as a processor on behalf of the other, the Parties shall enter into a written data-processing agreement containing the provisions required by UK GDPR Article 28 before any such processing begins. Each Party shall notify the other of any personal data breach (UK GDPR Article 33) affecting the other's interests without undue delay.
13.
NATIONAL SECURITY AND INVESTMENT ACT 2021 — NOTIFICATION CHECK
Each Party warrants that, having considered the activities of the Joint Venture, the JV does not fall within any of the 17 sensitive sectors set out in the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 (SI 2021/1264) (in force 4 January 2022) — namely: advanced materials; advanced robotics; artificial intelligence; civil nuclear; communications; computing hardware; critical suppliers to government; cryptographic authentication; data infrastructure; defence; energy; military and dual-use; quantum technologies; satellite and space technologies; suppliers to the emergency services; synthetic biology; and transport. Where the JV does fall within any such sector and constitutes a "trigger event" under section 8 of the NSI Act 2021 (acquisition of more than 25%, 50% or 75% of a qualifying entity's shares or voting rights, or material influence), the Parties shall not complete the JV until mandatory notification has been made to the Cabinet Office Investment Security Unit and clearance (or expiry of the 30-working-day initial review period without call-in) has been obtained. Each Party shall promptly notify the other if it becomes aware of any matter that may engage the voluntary-notification or call-in regime under sections 1-7 of the NSI Act 2021, and shall co-operate in any required filing or response to the Secretary of State.
14.
ECCTA 2023 FRAUD-PREVENTION WARRANTY
Each Party warrants that, where it constitutes a "large organisation" within the meaning of section 199 of the Economic Crime and Corporate Transparency Act 2023 (≥250 employees OR ≥£36m turnover OR ≥£18m balance sheet, meeting 2 of 3), it maintains reasonable fraud-prevention procedures as required by that section (in force 1 September 2025) and has not committed (and to its knowledge no associated person has committed) a "relevant offence" within that section in connection with the Joint Venture. Each Party shall promptly notify the other on becoming aware of any actual or suspected fraud connected with the Joint Venture and shall co-operate with any reasonable investigation.
15.
AI / AUTOMATED DECISION-MAKING IN JV GOVERNANCE
Where the Joint Venture uses AI or generative-AI tools (including AI-assisted strategic analysis, generative-AI drafting of JV board papers, automated financial modelling or risk-scoring) to inform JV decisions, the Parties shall: (a) ensure that any such use does not displace the personal exercise of business judgment by the JV management team; (b) maintain a documented audit trail of the AI tool used, the inputs supplied and the human review carried out, sufficient to evidence good-faith decision-making; (c) ensure that no decision affecting any third party (employee, customer, supplier) and producing legal or similarly significant effects is taken solely by automated processing, save where Article 22(2) UK GDPR permits and appropriate safeguards have been applied; (d) provide meaningful information about the logic involved and the significance and envisaged consequences of any such processing under Articles 13(2)(f), 14(2)(g) and 15(1)(h) UK GDPR to any affected data subject; and (e) comply with the ICO's guidance on AI and data protection (2024) and any applicable sector-specific AI regulatory expectations.
16.
ANTI-BRIBERY AND ANTI-CORRUPTION
Each Party shall: (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010; (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if carried out in the UK; (c) have in place and maintain adequate procedures designed to prevent bribery by associated persons (section 7 Bribery Act 2010); and (d) promptly notify the other of any actual or suspected breach of this clause in connection with the Joint Venture.
17.
CONFIDENTIALITY
Each Party undertakes to keep confidential all information concerning the business, affairs, customers, clients or suppliers of the other Party and the operations and commercial terms of the Joint Venture, and to use such information only for the purpose of performing its obligations under this Agreement. This obligation shall survive for three years following termination and shall not apply to information that is or becomes publicly available (other than through breach), was already known to the receiving Party without obligation of confidence, is independently developed or is required to be disclosed by law, regulation or a competent court or regulatory authority.
18.
EXIT AND DISSOLUTION
Either Party may terminate this Agreement by giving 30 days written notice written notice to the other Party. Upon termination or expiry, the Parties shall wind up the Joint Venture in an orderly manner, discharge all outstanding liabilities and distribute any remaining assets and funds in accordance with the profit-sharing ratios set out in this Agreement. Each Party's pre-existing intellectual property and confidential information shall be returned or destroyed on request, and the provisions of the Confidentiality, Intellectual Property and Data Protection clauses shall survive termination to the extent necessary to give effect to their terms.
19.
DISPUTE RESOLUTION
In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve the dispute by structured mediation in accordance with the CEDR Model Mediation Procedure, with a mediator agreed by both Parties or (failing agreement) appointed by the Centre for Effective Dispute Resolution (CEDR). If the dispute is not resolved by mediation within 30 days of the commencement of mediation, either Party may bring proceedings in the courts of England and Wales.
20.
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any such dispute or claim.
21.
GENERAL PROVISIONS
This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior agreements, representations and understandings. This Agreement may only be varied by written agreement signed by or on behalf of both Parties. No failure or delay by either Party to exercise any right or remedy shall operate as a waiver of that right or remedy. If any provision is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it. Neither Party may assign, transfer or subcontract its rights or obligations without the prior written consent of the other Party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
PARTY 1
James Hargreaves
Managing Director
Acme Trading Ltd
Date: ____________________
PARTY 2
Sarah Collins
Chief Executive Officer
Pinnacle Solutions Ltd
Date: ____________________
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What Is a Joint Venture Agreement?
A joint venture agreement is a contract between two or more parties who agree to collaborate on a specific business project or activity while remaining independent entities. Unlike a merger or acquisition, a joint venture allows the parties to pool resources, share risks and rewards, and pursue a common objective without creating a permanent combined entity.
Joint ventures in England and Wales can take several forms: a contractual joint venture (governed solely by the JV agreement), an incorporated joint venture (where the parties form a new company to carry out the venture), or a partnership (which may arise by default under the Partnership Act 1890). The choice of structure has significant implications for liability, tax, governance, and exit.
A well-drafted UK joint venture agreement clearly defines each party's contributions, the governance and decision-making structure, how profits and losses are shared, intellectual property ownership and licensing arrangements, and the mechanisms for resolving deadlock, transferring interests, and winding down the venture in England and Wales.
What's Covered in This Template
This joint venture agreement template covers all essential provisions for a clear and balanced collaboration between business partners.
Parties and Objectives
Details of the JV parties and a clear statement of the venture's business objectives and scope.
Contributions
Each party's financial, asset, intellectual property, and human resource contributions to the venture.
Profit and Loss Sharing
How profits and losses are allocated between the parties, including distribution timing and reinvestment.
Governance Structure
Management board composition, voting rights, quorum requirements, and reserved matters.
Decision-Making
Procedures for operational decisions, strategic decisions, and matters requiring unanimous consent.
Funding
Initial funding commitments, additional funding obligations, and the consequences of failure to fund.
Intellectual Property
Background IP licensing, ownership of IP created by the venture, and IP usage after termination.
Confidentiality and Non-Compete
Obligations to protect JV confidential information and restrictions on competing activities.
Deadlock Resolution
Mechanisms for resolving disagreements between the parties, including escalation, mediation, and buy-out provisions.
Exit and Termination
Transfer restrictions, pre-emption rights, drag-along and tag-along provisions, and winding-down procedures.
How to Create a Joint Venture Agreement
Our template guides you through each section so you can create a comprehensive joint venture agreement tailored to your collaboration.
- 1
Define the Parties and Objectives
Enter the details of all JV parties and clearly define the venture's business objectives, scope, and duration. Specify whether the JV will be contractual, incorporated, or structured as a partnership.
- 2
Set Contributions and Profit Sharing
Detail each party's financial and non-financial contributions. Define how profits and losses are shared, when distributions are made, and any preferential return provisions.
- 3
Establish Governance and Decision-Making
Set up the management structure, including board composition, voting rights, and reserved matters requiring enhanced majorities or unanimous consent. Define the process for appointing and removing managers.
- 4
Address IP and Confidentiality
Specify how background intellectual property is licensed to the venture, who owns IP created by the venture, and how IP is handled on termination. Include confidentiality obligations and any non-compete restrictions.
- 5
Plan for Deadlock and Exit
Include deadlock resolution mechanisms such as escalation to senior management, mediation, or buy-out provisions. Define the exit mechanics including pre-emption rights, transfer restrictions, and the process for winding down the venture.
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Legal Considerations
Joint ventures in England and Wales raise important legal considerations around structure, liability, competition law, and tax.
This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.
Reviewed for England & Wales law
Choice of Structure
The legal structure of the UK joint venture has significant implications. A contractual JV does not create a separate legal entity, so the British parties are directly liable for their own obligations. An incorporated JV (through a limited company) provides limited liability but involves additional governance and filing requirements under the UK Companies Act 2006 in England and Wales. If the parties carry on business together with a view to profit without a separate structure, a partnership may arise by default under the UK Partnership Act 1890, with each partner jointly liable for the partnership's debts.
Competition Law
UK joint ventures between competitors must comply with UK competition law under the Competition Act 1998. Depending on the scope and market impact of the British JV, it may constitute a merger requiring notification to the UK Competition and Markets Authority (CMA), or the JV agreement may contain provisions that restrict competition and infringe the Chapter I prohibition in England and Wales. Competition law advice should be sought for any UK JV between competitors.
Tax Implications
The UK tax treatment of a joint venture depends on its structure. An incorporated JV is subject to corporation tax on its profits, with distributions to the British parties treated as dividends. A contractual JV or partnership is transparent for tax purposes in England and Wales, with each party taxed on their share of the profits under HMRC rules. Transfer pricing rules may apply to transactions between JV parties and the venture. Specialist UK tax advice is recommended.
Fiduciary Duties
In an unincorporated UK JV, the parties may owe fiduciary duties to each other, similar to those owed by British partners. In an incorporated JV, the directors of the UK JV company owe duties under sections 171 to 177 of the UK Companies Act 2006 to act in the interests of the JV company in England and Wales, which may conflict with the interests of the appointing party. The UK JV agreement should address how potential conflicts of interest are managed under English law.
Frequently Asked Questions
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