Some construction projects require numerous intervenors and resources to be realized. This is why different forms of collaborative arrangements are used in the construction industry. One such example is a joint venture, which involves a temporary association between different businesses to realize a certain project. It is necessary to clearly set out the terms and conditions of this type of collaboration, so that it is not perceived as a partnership as defined in the Civil Code of Quebec.

A joint venture agreement is the legal tool by which two or more parties, the “co-venturers”, unite their efforts to realize a commercial operation during a fixed period of time. In most cases, the joint venture is the solution when none of parties could attain its own objectives without the help of the other business. Each party is required to contribute to the joint venture, whether by way of money, goods or services. This constitutes the essential obligation of any joint venture agreement. Our document thus aims to unify the dealings between the client and the co-venturers and to plan the execution of the planned construction work.

Our template sets out the juridical, organisational and operational framework for a joint venture specially designed for the purposes of constructing a building. It is imperative that the obligations and responsibilities of the co-venturers are made in writing; and using our template will ensure that this is properly done.

This template is designed to govern a temporary collaboration between various actors in the construction industry for the purposes of submitting a joint tender to a client and, if selected, to jointly perform the work.

This template will allow you to establish the administrative and financial foundation for all stages of the joint venture, such as taking part in the tendering process, entering into the contract with the client and performing the work in the best possible conditions.

Please note that a joint venture is different from a undeclared partnership (see template A05200: Undeclared Partnership Agreement) because it does not imply a partnership relationship between the parties. As such, it is very important that both the joint venture agreement and the parties' conduct clearly indicates that it is not a partnership as defined in the Civil Code of Quebec. The slightest ambiguity to that effect could lead the courts to find that it is an undeclared partnership.

RECITALS
0.00 INTERPRETATION
0.01 Definitions
0.01.01 Agreement
0.01.02 Breach
0.01.03 Committee Representative
0.01.04 Common Expenses
0.01.05 Common Tasks
0.01.06 Confidential Information
0.01.07 Construction Contract
0.01.08 Contribution
0.01.09 Cost of Work
0.01.10 Delivery Slip
0.01.11 General Manager
0.01.12 Joint Venture
0.01.13 Management Committee
0.01.14 Outside Contractor
0.01.15 Payment Schedule
0.01.16 Plans and Specifications
0.01.17 Portion of the Tasks
0.01.18 Project
0.01.19 Project Manager
0.01.20 Proportionate Value
0.01.21 Proposal
0.01.22 Proposal Manager
0.01.23 Proposal Representative
0.01.24 Purchase Order
0.01.25 RFP (Request for Proposals)
0.01.26 Reserved Tasks
0.01.27 Scope of Work
0.01.28 Site
0.01.29 Site Manager
0.01.30 Subcontractor
0.01.31 Supplier
0.01.32 Tasks
0.01.33 Work
0.02 Entire Agreement
0.03 Applicable Law
0.04 Non-Compliance
0.04.01 Severability
0.04.02 Substitute Provision
0.05 Miscellaneous
0.05.01 Cumulative Rights
0.05.02 No Waiver
0.05.03 Time Limits
0.05.04 Financial References
1.00 CREATION OF JOINT VENTURE
1.01 Purpose
1.02 Name
1.03 Initial Monetary Contributions
1.04 Initial Interest of CO-VENTURERS
2.00 GOVERNANCE OF JOINT VENTURE
2.01 General Management
2.01.01 Governance
2.01.02 Appointment
2.01.03 Description of Duties
2.01.04 Compensation and Reimbursement of Costs
2.01.05 Disclosure of Agency Role of General Manager
a) Duty of General Manager
b) No Authority to Bind
2.01.06 Service Agreement
2.02 Management of Proposal
2.02.01 Proposal Manager
2.02.02 Proposal Representative
2.02.03 Progress Meetings
2.02.04 Decisions
2.03 Management Committee
2.03.01 Role and Composition
2.03.02 President and Secretary
2.03.03 Compensation
2.03.04 Meetings
a) Frequency
b) First Meeting
c) Place
d) Notice of Meeting
e) Quorum
f) Adjournment
2.03.05 Decisions
2.03.06 Decision in Absence of Meeting
2.03.07 Presumption
2.04 Management of Work
2.04.01 Site Manager
a) Appointment
b) Responsibility of Site Manager
c) Duties
2.04.02 Project Manager
a) Appointment
b) Role
2.04.03 Site Meetings
2.04.04 Decisions
2.05 Common Expenses
3.00 GOVERNANCE OF CO-VENTURERS
3.01 Good Faith
3.02 Resources
3.02.01 Leasing Agreement
3.02.02 Event of Default
3.03 Management of Proposal
3.03.01 Allocation of Tasks and Timetable
a) Preliminary Tasks
b) Timetable
3.03.02 Resources
3.03.03 Expenses
3.03.04 Cooperation
3.03.05 Price
3.03.06 Awarding of Construction Contract
a) Signing
b) Acknowledgement
3.04 Management of the Work
3.04.01 Laws and Standards
3.04.02 Undertaking of CO-VENTURERS
3.04.03 Allocation of Tasks
3.04.04 Protection of the Site
3.04.05 Work Schedule
3.04.06 Changes or Additions to Portion of the Tasks
3.04.07 Inspection
3.04.08 Encumbrances
3.04.09 Liability
a) Limitation
b) Portion of Tasks
3.04.10 Completion of Tasks
3.05 Financial Management
3.05.01 Common Expenses
a) First Contribution
b) Subsequent Contributions
3.05.02 Tasks and Materials
3.05.03 Management of the Specific Account
a) Contribution
b) Excess Amount
3.05.04 Operating Line of Credit
3.05.05 Financing
3.05.06 Invoicing
a) Frequency
b) Supporting Documentation
c) References
3.05.07 Collection
3.05.08 Distribution of Losses
3.05.09 Profits
3.05.10 End of Construction Agreement
3.06 Liability of CO-VENTURERS
3.06.01 Common Work
3.06.02 Claims
3.06.03 Reserved Work
3.07 Insurance
3.07.01 Obligations of CO-VENTURERS
3.07.02 General Liability Insurance
3.07.03 Motor Vehicle Liability Insurance
3.07.04 Property Insurance
3.07.05 Insuring Property of CO-VENTURERS
4.00 MUTUAL DUTIES AND OBLIGATIONS
4.01 Confidential Information
4.01.01 Undertaking
4.01.02 Duration of Undertaking
4.01.03 End of Agreement
a) Request for Return
b) Destruction
5.00 WITHDRAWAL OF A CO-VENTURER
5.01 Withdrawal
5.01.01 Notice
a) Prior to Proposal
b) After Proposal
5.01.02 Mitigation
5.01.03 Indemnification
5.02 Withdrawal of All CO-VENTURERS
6.00 SPECIAL PROVISIONS
6.01 No Assignment
6.02 Relationship Between CO-VENTURERS
6.03 Remedies
6.03.01 Choice
6.03.02 No Limitations
7.00 GENERAL PROVISIONS
7.01 Notice
7.02 Choice of Forum
7.03 Amendment
7.04 No Waiver of Rights
7.05 Language
8.00 TERMINATION
9.00 EFFECTIVE DATE
10.00 DURATION
11.00 SCOPE

SCHEDULE 0.01.04 – COMMON EXPENSES
SCHEDULE 0.01.08 – CONTRIBUTION
SCHEDULE 0.01.25 – RFP (REQUEST FOR PROPOSALS)
SCHEDULE 2.01.06 – SERVICE AGREEMENT
SCHEDULE 3.02 – LEASING AGREEMENT
SCHEDULE 3.04.03 – ALLOCATION OF TASKS
SCHEDULE 3.04.05 – WORK SCHEDULE