A joint venture agreement is a contract between two or more businesses (or people) who pool money, skills or assets for one defined project, share its profits and losses, and stay independent for everything else. Think of a builder and a landowner developing one lot together, or two small agencies pitching a large client as a team. This sample joint venture agreement is for a contract-only venture, where no new company is formed.

When is a joint venture the right structure?

Use one when the collaboration has edges: one project, one product launch, one contract bid, or a fixed time period. Cornell’s Wex defines a joint venture as “a combination of two or more parties that seek the development of a single enterprise or project for profit, sharing the risks associated with its development.” The key words are single and project.

A hypothetical example: a commercial photographer and a video production company in Austin agree to bid together on a $140,000 content package for a hotel group. The photographer brings the client relationship and still photography; the video company brings crew and editing. They agree to split net profit 45/55, keep separate businesses, and end the arrangement when the hotel signs off on the final deliverables. That’s a joint venture.

If you’re going into an open-ended business together, that’s closer to a partnership, and our partnership agreement is built for it. If you’d rather form a company with limited liability, file an LLC with your state and use our LLC operating agreement. And if one business is simply hiring the other to do part of the work for a fee, with no shared profit or risk, a subcontractor agreement or independent contractor agreement is cleaner.

How is a joint venture different from a partnership, legally?

The difference is smaller than most people hope. Wex says a joint venture is not a partnership or a corporation, but that some legal aspects, “such as income tax treatment,” may be ruled by partnership laws. The tax code is blunt about it: 26 U.S.C. 761 defines a partnership to include “a syndicate, group, pool, joint venture, or other unincorporated organization” through which any business, financial operation or venture is carried on, unless it’s a corporation, trust or estate.

In practice that means two things. First, an unincorporated JV that shares profit may be treated as a partnership for federal tax. The IRS says partnerships file an annual information return, don’t pay income tax themselves, and give each partner a Schedule K-1 to report their share. Second, don’t assume the JV label protects you from your co-venturer’s debts. If limiting liability matters, form an entity.

What should a joint venture agreement include?

Purpose and scope

The single project, described tightly, and what’s outside it. This is the most important clause in the document. A scope like “developing and selling 12 townhomes at 400 Elm Street” stops a venture from quietly growing into something nobody agreed to.

Contributions

What each venturer brings (cash, equipment, staff time, land, client relationships, IP licenses) and its agreed value. Add a rule for extra funding if the project runs over budget.

Profits, losses and costs

How net profit and losses are split, how costs are tracked and approved, and when money is paid out. Our template uses a separate JV bank account and a single designated bookkeeper.

Management and decisions

Who runs the day-to-day, which decisions need both venturers (budget changes, signing contracts over a set amount, adding a party), and what happens if you deadlock.

Intellectual property and confidentiality

Each side keeps what it brought. Anything created for the venture is owned as the agreement says. Our template makes it jointly owned by default, with each venturer allowed to use it outside the venture only with the other’s consent.

Limits on authority

Neither venturer can bind the other or borrow in the other’s name without written consent, and each stays responsible for its own staff, taxes and insurance.

Ending the venture

The venture ends when the project is done, at a set date, by mutual agreement, or if one side defaults. The template sets out how final accounts are settled and how remaining assets are split.

How do you fill it in and get it signed?

  1. Write the purpose clause first and make it specific.
  2. List each venturer’s contributions and agree a value for anything that isn’t cash.
  3. Set the profit split and the list of decisions that need both venturers.
  4. Open a separate account for venture money and name a bookkeeper.
  5. Agree the end date or end event, and the exit steps.
  6. Have someone authorized to sign for each business sign it. For companies, that’s usually an owner or officer.

The federal ESIGN Act says a contract can’t be denied legal effect just because it’s electronic, so a JV agreement can be e-signed like any other business contract. If each venturer has more than one owner who wants to sign, see how to get a document signed by multiple people.

Download it, fill in the blanks, and send it for e-signature with any tool you like. (We’re building SignWren for exactly this; join the waitlist.)

This template and guide are general information, not legal or tax advice. For a specific venture, talk to a lawyer licensed where you are and a tax professional.