JOINT VENTURE AGREEMENT
Important legal-advice, jurisdiction and formality warning
This fictional agreement is a complete worked example, not legal advice and not a universally valid joint venture instrument. It is governed by the law of England and Wales and assumes that the parties will trade through a new private company, but the relationship could still create partnership, agency, tax, competition, employment, regulated-activity or fiduciary consequences if implemented differently. The parties must obtain advice on incorporation, articles, tax, funding, licences, data protection, insurance and insolvency before committing funds. Every signature, board approval and transfer of assets should be checked for the required formality.
1. Parties and purpose
This agreement is made on 2 February 2026 between Bramblegate Renewables Limited, company number 14320618, of 9 Copper Street, Leeds LS2 7DR, Bramblegate, and Solmere Engineering Limited, company number 07188436, of 41 Dockside Way, Hull HU3 4LT, Solmere. The parties will incorporate Northmoor Battery Services Limited in England and Wales as the JV Company to design, install and maintain battery-storage systems for municipal and medium-sized industrial customers in Yorkshire and Lincolnshire.
The parties intend the JV Company to be their commercial vehicle. Nothing in this agreement makes either party an agent of the other, authorises either party to bind the other, or creates a general partnership between them. Each party remains responsible for its own pre-incorporation costs and business outside the JV Business.
2. Contributions, shares and business plan
On incorporation Bramblegate will subscribe 600,000 ordinary shares of £1 each and pay £600,000 in cash. Solmere will subscribe 400,000 ordinary shares of £1 each and contribute £400,000 in cash. The resulting issued share capital is £1,000,000 divided into 1,000,000 ordinary shares, with Bramblegate holding 60 percent and Solmere 40 percent. Each party will fund its subscription within five business days after the JV Company's bank account opens.
The first-year approved budget is £1,250,000: £720,000 for equipment and installation staff, £210,000 for premises and insurance, £180,000 for sales and certification, and £140,000 for software, professional fees and contingency. Bramblegate will provide a battery-monitoring platform licence and two project managers. Solmere will provide engineering design, installation supervision and three qualified technicians. The JV Company will pay an arm's-length charge for any continuing services under written statements of work.
Neither party must make further capital available unless both approve a written funding request. If additional funding is needed, the parties will first offer equal-ranking shareholder loans in the 60:40 ratio. A £300,000 additional requirement therefore means a £180,000 Bramblegate loan and a £120,000 Solmere loan. Loans bear interest at 6.25 percent per year and rank behind external senior debt but ahead of dividends.
3. Governance and reserved decisions
The board will have five directors: Bramblegate may appoint three and Solmere may appoint two. The first directors are Aisha Farrow, Martin Keene, Owen Lister, Helena Voss and Gareth Wynn. A quorum requires at least two Bramblegate appointees and one Solmere appointee. Board decisions are by simple majority except that a reserved matter requires at least one affirmative vote from each party.
Reserved matters include changing the JV Business, issuing shares, borrowing more than £150,000 outside the approved budget, approving a capital expenditure item over £75,000, acquiring another business, granting security, entering a related-party contract, appointing or removing the JV Company's operations lead, settling litigation above £50,000, declaring a dividend, changing accounting policies, selling material IP, or winding up the JV Company. The board will meet monthly during the first year and quarterly thereafter. Minutes and management accounts will be circulated within ten business days.
The JV Company's operations lead, Nadia Clarke, may approve ordinary expenditure within the budget up to £25,000 per item. The finance director must obtain two director approvals for payments above £25,000. The parties will maintain separate books for the JV Company, use a financial year ending 31 December and appoint Hawthorne & Pell LLP as auditor if an audit is required.
4. Revenue, profit and compliance
The JV Company will invoice customers. After VAT, refunds, third-party pass-through costs and direct installation costs, Net Operating Profit will be applied first to taxes and external debt, then to approved reserves. Remaining distributable profit will be paid 60 percent to Bramblegate and 40 percent to Solmere, subject to the Companies Act 2006 and the directors' reasonable assessment of solvency.
The parties will comply with the Bribery Act 2010, the Modern Slavery Act 2015 where applicable, sanctions and export-control laws, health and safety requirements, planning rules, electrical standards and applicable data-protection law. Neither party may offer a customer an undisclosed commission. The JV Company will carry public liability cover of £5,000,000, employers' liability cover of £10,000,000 and professional indemnity cover of £2,000,000, unless the board approves a documented alternative.
5. Intellectual property and people
Each party keeps its pre-existing intellectual property. Bramblegate grants the JV Company a non-exclusive, worldwide, royalty-free licence to use its battery-monitoring platform during the JV Business. Solmere grants the JV Company an equivalent licence to its pre-existing installation methods and design library. Neither party may use the other's background IP outside the JV Business.
IP created specifically by the JV Company or jointly funded for the JV Business belongs to the JV Company. The parties will procure assignments from employees and contractors. A party may use JV-created materials for the JV Business but may not commercialise them outside that business without reserved-matter approval. Customer data belongs to the relevant customer or is processed under the applicable data agreement; it is not a freely transferable JV asset.
Each party must ensure that its secondees are suitably trained and insured. A seconded person's employer remains responsible for pay, tax and employment rights unless the parties agree a lawful transfer. No party may directly hire the other party's employee who has worked on the JV Business during the term and for 12 months afterwards, except through a general recruitment campaign not targeted at that person.
6. Confidentiality, records and audit
Confidential information includes technical drawings, pricing, customer lists, forecasts, source code, safety data and board papers. A recipient may disclose it only to personnel and advisers who need it for this agreement and are bound by confidentiality. The duty lasts five years after disclosure, and trade secrets remain protected while secret. Each party will keep accurate records for seven years and may inspect the JV Company's records on ten business days' notice, not more than twice annually unless a suspected fraud or regulatory issue exists.
7. Deadlock and exit
A deadlock is a reserved matter rejected at two properly convened meetings at least seven days apart. The parties' authorised representatives, Aisha Farrow and Helena Voss, will meet within five business days and attempt resolution. If unresolved after ten business days, the parties will mediate with CEDR in London, sharing the mediator's costs equally. An urgent court application for safety, confidentiality or asset protection remains available.
After 31 December 2027 either party may give nine months' written notice to exit. The continuing party has 45 days to elect to buy the exiting party's shares at fair market value agreed by the parties or certified by an independent chartered accountant appointed by the President of ICAEW. Fair market value includes goodwill and excludes a minority discount. The price is payable 30 percent on completion and 70 percent in 12 equal monthly instalments carrying interest at 4 percent per year.
On termination, the JV Company will complete accepted customer orders, return or destroy confidential material, settle employees and creditors, and sell or allocate assets under a solvent wind-down. No party is released from liabilities accrued before completion. If the JV Company is insolvent, statutory insolvency procedures prevail.
8. General terms and execution
Neither party excludes liability for fraud, death or personal injury caused by negligence, wilful misconduct or any liability that cannot lawfully be excluded. Subject to that, each party's liability to the other for breach is capped at £2,000,000, except that confidentiality and IP infringement have a £3,000,000 cap. Neither party is liable for remote loss to the extent permitted by law.
This agreement is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. Variations must be written and signed by both parties. Assignment requires the other's consent, except to a group company that assumes the obligations. This agreement may be signed in counterparts and electronically. If any term is invalid, it will be adjusted only as far as necessary.
Signatures
Signed for Bramblegate Renewables Limited by Aisha Farrow, Director Signature: ____________________ Date: 2 February 2026
Signed for Solmere Engineering Limited by Helena Voss, Director Signature: ____________________ Date: 2 February 2026