Joint Venture Agreement Template: Inclusions & Use Cases In Australia

Teaming up with another business can unlock bigger projects, new markets and shared costs. A joint venture agreement template looks like a quick way to get started, but the fine print is what protects the relationship when real money and timelines are involved.

In this guide, we’ll explain how joint ventures work for Australian small businesses, where templates can help (and where they fall short), and the key clauses you should include before you sign. We’ll also walk through a practical, step-by-step process to put your joint venture in place the right way.

What Is a Joint Venture Agreement?

A joint venture (JV) is a collaboration between two or more parties to work together on a specific project or business venture while remaining separate businesses. It’s common in construction, property development, technology, marketing campaigns and product launches.

A joint venture agreement sets the rules for how you’ll work together-who does what, who pays for what, how profits are split, how decisions get made and what happens if things change or go wrong.

In Australia, joint ventures are usually set up in one of two ways:

• Unincorporated JV (contract-based): Each party remains a separate entity and works under a contract. This is often used for short or defined projects.
• Incorporated JV (company-based): You form a new company to run the venture, and each party holds shares. This suits longer-term or higher-risk ventures and centralises operations.

If you’re deciding between structures, it’s worth looking at an unincorporated joint venture versus an incorporated joint venture and how each aligns with your risk, control and tax preferences.

Template vs Tailored Agreement: What’s the Risk?

Templates can be a useful starting point. They prompt you to think about the essentials and help you move faster on a simple, low-risk collaboration.

However, most disputes come from things templates don’t cover well-like uneven contribution levels, changes in scope, IP ownership, governance deadlocks, or one party missing deadlines that cause the other to suffer loss. If the agreement doesn’t address your commercial reality, you may be stuck with gaps or default rules that don’t suit you.

Common risks when using a generic joint venture agreement template include:

• Vague scope: Not clearly defining the project, deliverables and timelines.
• Unclear ownership: Failing to deal with who owns background IP, new IP and data.
• Decision-making deadlocks: No mechanism to resolve tie votes or strategic stalemates.
• Liability exposure: Not limiting each party’s liability or allocating risk fairly.
• Regulatory blind spots: Overlooking Australian Consumer Law (ACL), privacy, tax or licensing requirements.
• Exit and continuity: Missing triggers for termination, buy-out rights or how to wind up properly.

If your venture is substantial, has complex deliverables, or you’re investing significant time or money, a tailored joint venture agreement is usually a safer investment than relying on a generic template.

Which Joint Venture Structure Should You Choose?

Your structure drives governance, tax, liability and how you document the deal. Here’s a quick comparison to help you decide.

Unincorporated Joint Venture (Contract-Based)

Best for a defined project with clear inputs and outputs.

• Pros: Simple to set up; each party retains autonomy; profits/losses can be allocated by contract terms.
• Cons: No separate legal entity; risk allocation must be carefully drafted; operational complexity sits within the contract.

You’ll rely on a comprehensive JV contract that covers contributions, payments, IP, liability and exit.

Incorporated Joint Venture (New Company)

Best when you need a long-term vehicle or plan to hire staff, hold assets or take on significant liabilities.

• Pros: Separate legal entity; clearer liability separation; easier day-to-day operations and employment.
• Cons: More setup and ongoing compliance; board/shareholder governance requires two layers of documents.

If you go down this path, you’ll typically need a company set up, a bespoke Company Constitution for the JV entity, and a Shareholders Agreement between the JV partners to lock in decision rights, funding and exit terms.

What Should a Joint Venture Agreement Include?

Whether you start from a joint venture agreement template or draft from scratch, make sure these key areas are covered in clear, plain English.

1) Purpose, Scope and Deliverables

• Define the project, objectives, milestones and acceptance criteria.
• Set timelines, dependencies and what happens if deadlines move.

2) Contributions and Funding

• Spell out cash contributions, in-kind resources, staff time, equipment or IP each party will provide.
• Explain how additional funding will be requested and approved.
• Confirm whether contributions are loans, capital or service charges (this affects repayment and tax).

3) Governance and Decision-Making

• Choose your decision forum-steering committee, project board or directors (for incorporated JVs).
• Set voting thresholds, quorum and reserved matters (decisions that require unanimous consent).
• Build in practical deadlock resolution steps (escalation, expert determination, buy-sell triggers).

4) Profits, Losses and Payments

• Define how revenue is collected and shared, and who invoices whom.
• Align profit shares with contributions or a negotiated split.
• Cover GST, withholdings and when payments are due.

5) Intellectual Property and Data

• Confirm ownership of background IP (what each party brings to the table).
• Allocate ownership of new IP created during the JV and any licensing back to the parties.
• Deal with branding, trade marks and data ownership/usage rights.

Where licensing is needed between the parties, a separate IP Licence can make permissions and restrictions crystal clear.

6) Confidentiality and Non-Disclosure

• Protect sensitive information and commercial know-how.
• Limit who can access what, and for what purpose.

Many businesses also sign a standalone Non-Disclosure Agreement (NDA) before sharing details during JV negotiations.

7) Liability, Indemnities and Insurance

• Set reasonable liability caps (often tied to contract value or insurance levels).
• Exclude certain losses (e.g. indirect or consequential loss) where appropriate.
• Clarify each party’s indemnities and minimum insurance requirements.

8) Compliance and Legal Obligations

• Require compliance with Australian Consumer Law (ACL), privacy, workplace and safety obligations.
• Include audit rights or reporting to support compliance where necessary.

If the venture deals with consumers, it’s a good idea to ensure one party takes the lead on ACL compliance or to share responsibility appropriately; when you need broader guidance, a consumer law check can help align your practices.

9) Subcontracting, Suppliers and Key Personnel

• Set rules for engaging subcontractors or changing key team members.
• Ensure supplier contracts align with JV obligations (e.g. timelines, quality, IP and confidentiality).

10) Term, Exit and Dispute Resolution

• Define the JV term, renewal options and termination triggers (breach, insolvency, deadlock, completion).
• Include a practical dispute pathway: negotiation, mediation, expert determination, then arbitration or court.
• Explain how to unwind the JV, split assets/IP, and deal with unfinished work or liabilities.

11) Restraints and Non-Solicitation

• Reasonable restraints can stop parties poaching staff, customers or confidential strategies during and shortly after the JV.

12) Security Interests (If You’re Funding or Supplying Assets)

• If one party is funding equipment or fronting significant costs, consider registering a security interest on the Personal Property Securities Register (PPSR) to protect your position.

Having a plan to register a security interest can be a valuable risk management step, especially for asset-heavy ventures.

How To Put a Joint Venture Agreement in Place

The process is simpler when you break it down into clear steps. Here’s a practical path you can follow.

Step 1: Map the Commercial Deal

Start with a one-page term sheet. List the purpose, scope, contributions, timelines, revenue model, governance and exit ideas. This keeps everyone aligned before you draft legal documents.

Step 2: Choose the Structure

Decide whether an unincorporated contract JV or a new company suits your goals, risk profile and time horizon. Consider asset ownership, staffing needs, tax and ongoing compliance.

If you opt for an incorporated JV, you’ll set up a company, customise the Company Constitution and sign a Shareholders Agreement that mirrors your JV terms (board seats, funding, share transfers, deadlock and exit).

Step 3: Lock In Confidentiality Early

Before swapping sensitive plans or client lists, use an NDA. It sets expectations and reduces the risk of misunderstandings later.

Step 4: Draft the Joint Venture Agreement

Use your term sheet as the blueprint. If you’re adapting a joint venture agreement template, customise each clause to reflect your commercial reality-especially scope, contributions, IP, governance, liability and exit.

For industry-specific ventures (like construction or property), a tailored agreement-such as a construction or property JV agreement-can cover operational quirks that templates miss.

Step 5: Finalise Finance and Risk Settings

Agree on budgets, cost approvals, insurance levels and who carries which risks. If one party is supplying equipment or funding working capital, consider whether PPSR security or guarantees are appropriate.

Step 6: Execute and Implement

Get the agreement signed by authorised signatories, set up your reporting cadence, open JV bank accounts (if needed) and align your supplier and customer contracts with the JV terms.

Agree on a simple dashboard for milestones, KPIs and payments so both sides can track progress without surprises.

Step 7: Review As You Go

Projects evolve. Build in review points to reassess scope, timelines and funding. If things change materially, document variations and keep the agreement in sync with reality.

Key Takeaways

• A joint venture agreement defines how two or more businesses will collaborate on a project, including scope, contributions, governance, profits and exit.
• Templates are useful starting points, but they often miss critical details like IP ownership, deadlock resolution and tailored risk allocation-customising is essential.
• Choose your structure early: an unincorporated JV is contract-based and simple, while an incorporated JV uses a new company and adds governance through a Constitution and a Shareholders Agreement.
• Must-have clauses cover scope, funding, decision-making, payments, IP and data, confidentiality, liability caps, compliance, dispute resolution and exit.
• For asset-heavy or funded ventures, consider registering security on the PPSR to protect contributions and equipment.
• Document negotiations with a term sheet, get an NDA in place, then draft and implement your JV agreement with governance and reporting that fit your day-to-day operations.

If you’d like a consultation on preparing a joint venture agreement for your business, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.