Joint Venture Agreement
Contract Template for India

JOINT VENTURE AGREEMENT India Date: [date]. Place of signing: [city, State or Union Territory]. Company: [registered name] Private Limited, corporate identity number [number], registered office [address] (Company). Venturer A: [registered name], corporate identity number [number], registered office [address], represented by [authorised signatory] (A). Venturer B: [registered name], corporate identity number [number], registered office [address], represented by [authorised signatory] (B). A and B are the Venturers. Each is an Indian company acting through proper corporate authority. A holds [number] fully paid equity shares and B holds [number], together comprising all issued shares in the Company. 1. Joint business The parties will conduct [specific business activity] in India through the Company (Business). The Business, territory, objectives and initial resources are stated in Schedule 1. The Venturers' mutual promises and their scheduled Contributions are consideration for this agreement. Signing does not issue or transfer any share. 2. Contributions and plan Each Venturer must provide the cash, assets or services allocated to it in Schedule 1 by the stated date (Contributions). Title, risk and any licence in an asset pass only as stated in Schedule 1 and after required approvals, tax documents, stamping and registration. No intellectual property is transferred unless Schedule 1 identifies it and states the rights, territory, duration and consideration in a signed instrument that satisfies applicable law. Before each financial year, the Company must prepare a Business budget and operating plan (Annual Plan) for written approval by both Venturers. The existing Annual Plan continues until a replacement is approved, except that the Company may take steps required by law or reasonably necessary to preserve its assets. 3. Management and reserved matters The board manages the Company. Each Venturer may propose one eligible individual for appointment while it holds at least [percentage]% of the equity, but every appointment, removal and board act remains subject to the Companies Act, 2013 and the articles. A nominee director must exercise independent judgment and statutory duties. The Company must not implement, and each Venturer must withhold its shareholder approval from, any of the following without both Venturers' prior written consent: changing the Business; issuing shares or securities convertible into shares; altering share rights or the memorandum or articles; approving unbudgeted borrowing or capital expenditure above INR [amount]; entering a transaction with a Venturer or its affiliate outside the approved Annual Plan; selling substantially all the Business; or commencing voluntary winding up (each a Reserved Matter). Required board, shareholder, creditor and regulatory approvals remain necessary. No clause authorises an act prohibited by law. 4. Accounts, funding and distributions The Company must keep Business accounts and give each Venturer quarterly management accounts within [30] calendar days after quarter end and annual financial statements when completed. No Venturer must fund beyond Schedule 1 without a further written agreement. Approved new equity must first be offered in proportion to existing holdings and comply with the Companies Act and required valuation, offer, filing and capital procedures. A dividend requires lawful sources and approvals; none is promised. 5. Transfers A Venturer must not voluntarily transfer or charge Company shares without the other's written consent. A permitted transferee must sign an accession before completion. The transfer remains subject to the articles, statutory documents, stamp duty, dematerialisation and Company registration; this agreement does not transfer shares. The parties must use lawful votes to align the articles with this clause, but this agreement does not amend them. 6. Confidentiality and party property Each party must protect non-public Business, technical, customer and financial information and use it only for the joint venture. Disclosure is allowed to bound advisers and personnel or as law requires. Information lawfully known without restriction, independently developed or public without breach is excluded. Property and intellectual property a party owns outside Schedule 1 remain that party's. Nothing creates a general licence or partnership between A and B, and neither Venturer may bind the other. 7. Default and duration A material breach not remedied within [30] calendar days after detailed written notice entitles a non-defaulting party to seek available legal relief, but does not automatically transfer or cancel shares. The parties must continue lawful undisputed obligations while a dispute is resolved. This agreement ends by written agreement of all parties, when one person lawfully owns all Company shares, or when the Company is dissolved. Accrued rights, confidentiality and property rights survive. An amendment must be signed by all parties. 8. Law and stamping Indian law governs. Courts at [city, State or Union Territory] have jurisdiction, subject to mandatory tribunal jurisdiction. The Company must arrange and pay applicable stamp duty in the State or Union Territory of execution. For the Company: ____________________ Name and office: [details] Date: [date] For Venturer A: ____________________ Name and office: [details] Date: [date] For Venturer B: ____________________ Name and office: [details] Date: [date] SCHEDULE 1 — BUSINESS AND CONTRIBUTIONS Business, territory and objectives: [details]. Initial Annual Plan and budget: [attach or identify dated document]. A Contribution, due date, title/risk and any approved licence: [details]. B Contribution, due date, title/risk and any approved licence: [details].