Unincorporated Joint Venture Agreement Template for Belgium

The Unincorporated Joint Venture Agreement is essential for businesses and entrepreneurs seeking to collaborate under Belgian law without establishing a separate legal entity. This arrangement is particularly valuable when parties wish to maintain their independent legal status while pooling resources and expertise for specific projects or business opportunities. The document is commonly used in Belgium and must comply with both Belgian national law and EU regulations, making it suitable for both domestic and cross-border collaborations. It typically includes comprehensive provisions on contributions, profit sharing, management structure, liability allocation, and exit mechanisms, while offering greater flexibility and potentially simpler administrative requirements compared to incorporated joint ventures. The agreement is particularly relevant in projects requiring rapid implementation, temporary collaboration, or when parties wish to test their compatibility before forming a more permanent structure.

1. Parties: Identification and details of the joint venture partners

2. Background: Context of the joint venture formation and parties' intentions

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Scope and Purpose: Detailed description of joint venture's objectives and scope of activities

5. Duration: Term of the joint venture, including commencement date and conditions for extension

6. Contributions: Details of initial and ongoing contributions (capital, assets, services) by each party

7. Ownership and Profit Sharing: Structure of ownership interests and profit/loss distribution mechanisms

8. Management and Control: Decision-making processes, management structure, and voting rights

9. Operations: Day-to-day operational procedures and responsibilities

10. Financial Matters: Banking, accounting, auditing, and financial reporting requirements

11. Representations and Warranties: Standard representations and warranties from each party

12. Liability and Indemnification: Allocation of risks and liabilities between parties

13. Confidentiality: Protection of confidential information and trade secrets

14. Non-Competition: Restrictions on competitive activities during and after the joint venture

15. Termination: Grounds for termination and consequences

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment