JOINT VENTURE AGREEMENT New Zealand Agreement date: [date]. JV Company: [registered name] Limited, New Zealand company number [number], registered office [address] (JV Company). First venturer: [registered name and number], registered office [address], acting through [authorised signatory] (First Venturer). Second venturer: [registered name and number], registered office [address], acting through [authorised signatory] (Second Venturer). The First Venturer and Second Venturer are the Venturers. Each is a New Zealand company authorised to sign. They respectively own [number] and [number] ordinary shares, together being all issued shares in the JV Company. 1. Venture Business The parties will carry on [precisely described activity] through the JV Company in [territory] (Venture Business). The Schedule states the objectives, initial plan and each Venturer's promised cash, assets or services (Contributions). The mutual promises and Contributions are consideration. This agreement issues or transfers no shares. 2. Delivery of Contributions Each Venturer must deliver its Contribution by the Schedule date on the recorded terms; title and risk do not pass earlier. Intellectual property ownership changes only where the Schedule identifies the property and transfer terms in signed writing. Further capital, security or credit requires another signed agreement. 3. Business Plan and board Business Plan means the annual operating plan and NZD budget signed by both Venturers. The board manages or supervises under the Companies Act 1993 and may operate within that plan. Until replacement, the last plan continues for ordinary operations, legal compliance, debt payment and asset protection. A Venturer holding at least [percentage]% of voting shares may nominate one qualified natural person to the board. Appointment and removal remain subject to the Act and constitution. Every director must exercise independent judgment and duties owed to the JV Company. 4. Reserved Decisions Reserved Decisions are: changing the Venture Business; issuing shares or changing their rights; amending the constitution; approving off-plan borrowing or capital expenditure above NZD [amount]; an off-plan transaction with a Venturer or related person; a major transaction under section 129 of the Companies Act 1993; or voluntary liquidation. The JV Company must not implement a Reserved Decision, and each Venturer must not vote for it, unless both Venturers first agree in writing. Their agreement does not replace any board decision, special resolution, interest disclosure, solvency requirement or other mandatory approval. Nothing requires a director to breach a duty or prevents action required by law. 5. Information, finance and returns The JV Company must keep accounting records and send each Venturer quarterly management accounts within [20] Working Days after quarter end and annual financial statements when completed. Working Day has the meaning in the Companies Act 1993. Approved new equity must be offered on equal terms in proportion to existing voting shares, with all certificates, entries and Registrar notices required by law and the constitution. Distributions require board approval and the solvency test; none is guaranteed. 6. Shares and constitution A Venturer must obtain the other's written consent before voluntarily selling, transferring or charging a share. An approved transferee must sign an accession before entry in the share register. Transfer remains subject to the constitution and Companies Act 1993; this agreement alone changes no legal title. The Venturers must use lawful votes to maintain a consistent constitution. Signing does not amend it, and the Act and constitution govern corporate action if inconsistent. 7. Confidentiality and separate status Each party must use non-public commercial, technical, customer and financial information only for the Venture Business and protect it. Disclosure is allowed to bound personnel and advisers or as law requires. Information lawfully known without restriction, independently developed or public without breach is excluded. The Venturers remain independent principals. Neither is the other's partner, agent or fiduciary merely because of this agreement, and neither may contract in the other's name. 8. Breach and end of venture A party receiving a notice that details a material breach has [20] Working Days to remedy it if capable of remedy. Unremedied breach permits legal remedies but does not automatically forfeit or transfer shares. The parties must continue undisputed lawful performance. This agreement ends when all parties sign an ending agreement, one person lawfully holds all shares, or the JV Company is removed from the register. Accrued rights, confidentiality and ownership provisions survive. Changes require a writing signed by all parties. 9. Law New Zealand law governs this agreement. New Zealand courts have jurisdiction. Signed for the JV Company: ____________________ Name and position: [details] Date: [date] Signed for the First Venturer: ____________________ Name and position: [details] Date: [date] Signed for the Second Venturer: ____________________ Name and position: [details] Date: [date] SCHEDULE — VENTURE BUSINESS AND CONTRIBUTIONS Venture Business, territory and objectives: [details]. Initial Business Plan and NZD budget: [attach or identify dated document]. First Venturer Contribution, delivery date, title/risk and licence terms: [details]. Second Venturer Contribution, delivery date, title/risk and licence terms: [details]. --- License: Licensed under CC BY 4.0. Attribution is required when you publish or redistribute this Template or an adapted version to the public. Attribution is not required merely because you use or adapt the Template for your own business or legal purposes, including preparing, negotiating, signing, or exchanging an agreement with a counterparty. License details. License details: https://contract-templates.getfebruary.ai/license/