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Drafting a Joint Venture Agreement

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Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

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Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

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Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

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  • Active since 2001
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  • Thousands of agreements per year
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Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

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About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Driss

I had not expected legal assistance could be so accessible. Communication by email and phone was clear. A reliable partner who strives for perfection in their documents.

Nisrine

We received excellent assistance with our legal questions. The lawyer really took the time to understand our specific SaaS solution before starting to write. The service was professional and personal.

Sami

The proactive approach began even before the quotation was signed. The structured way of working ensured that no details were overlooked. The quality fully met our expectations.

Rayan

The speed of action pleasantly surprised us. The review gave us more certainty before using the document. These documents will undoubtedly save us a lot of headaches in the future.

Hassan

Our assignment was accepted with great enthusiasm and professionalism. The expertise in the field of privacy and GDPR was clearly evident and up-to-date. Our business partners were impressed by the professionalism of the contracts.

Reda

The decisiveness during the first meeting was very pleasant. They immediately understood where the sensitivities lay within our collaboration. Our customers are responding positively to the clear general terms and conditions.

Safae

The direct contact and the absence of hidden costs were the deciding factors. We were also able to ask questions after the initial consultation. Fantastic value for money for this level of expertise.

Oussama

It was immediately apparent that the lawyer had extensive experience in our sector. The telephone consultation regarding the final details provided just that little bit of extra confidence. The final result aligns 100% with our high standards.

Sebastian

The expertise was immediately evident from the first contact. The speed with which complex legislative changes were integrated into our document was excellent. Our clients are responding positively to the clear general terms and conditions.

Bjorn

The nuances of our business operations were listened to carefully. They immediately recognized where the sensitivities lay within our collaboration. Our business partners were impressed by the professionalism of the contracts.

Koen

Quick response and clear explanation. It was nice that they didn't charge by the hour for a simple extra question. Our business partners were impressed by the professionalism of the contracts.

Inaya

It is clear that they know what they are talking about, right from the first word. It was pleasant that what was important was explained in plain language. The document was accepted flawlessly by our investors.

Maarten

Professional approach without unnecessarily complicated language. The discussion regarding specific non-compete clauses was handled very professionally. The final result aligns 100% with our high standards.

Lars

The contact felt professional and approachable. Their proactive approach to the termination clauses saved us from future problems. Our customers are responding positively to the clear general terms and conditions.

Paul

It was clear right from the intake that we were dealing with specialists. The explanation of the tests was very helpful. The service was professional and personal.

Karlijn

We were pleasantly surprised by the proactive initial approach. We didn't just receive a standard template, but true custom work for our general partnership. It is clear that they have a passion for entrepreneurship.

Niels

The lawyer took the time to explain everything thoroughly. The content was a good fit for our company. A party that delivers on what they promise on their website.

Ruben

The process went smoothly and was well-organized. Ample time was taken to discuss the various options and their implications. A party that delivers on what it promises on its website.

Houda

We quickly received the right guidance in a legal landscape unfamiliar to us. Our questions were answered calmly and clearly. The quality fully met our expectations.

Wim

They acted quickly when we indicated that there was a sense of urgency. The document was clearly aligned with our working method. The document was accepted flawlessly by our investors.

Sem

The accessibility of the office is excellent. We received a clear document without unnecessary complexity. A reliable partner that strives for perfection in their documents.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
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  • Affordable legal advice from lawyers and legal experts
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First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The content of your joint venture agreement depends on a number of key choices. These determine the structure and risk allocation.

Choice or question Why this matters legally
Are you establishing a separate legal entity or collaborating contractually? With a separate BV or company, you arrange control via shares or corporate relationships; with a purely contractual joint venture, everything lies in the agreement itself.
How do you divide the control? Equal control provides balance but increases the risk of a stalemate; a majority partner decides faster, but the minority needs protection.
What does each party bring to the table? The nature of the contribution (capital, knowledge, customers, personnel) determines the valuation and the allocation key for profit, loss, and control.
How do you want to be able to separate? Opt in advance for exit mechanisms such as a buyout, an offer obligation, or a deadlock arrangement, so that the collaboration can end in an orderly manner.
Is exclusivity or a non-compete agreement necessary? Determine whether the parties may engage in competing activities alongside the joint venture and for how long the agreements continue after termination.
Clauses and provisions

What components belong in a joint venture agreement?

A comprehensive joint venture agreement regulates not only the purpose of the collaboration, but, more importantly, how the parties steer together and how they separate. The components below form the core.

Provision Relevant to Legal point of attention
Purpose and scope Always Describes the specific project or joint venture and what is and is not covered by the collaboration.
Input from parties Always Records who contributes money, knowledge, people, or assets and what value is assigned to them.
Authority and decision-making Always Determines voting ratios, which decisions require unanimous consent, and how the board is structured.
Distribution of profit and loss Always Regulates the allocation key for the result and how losses or additional financing are covered.
Confidentiality With sensitive knowledge Protects business-sensitive information that parties share during the collaboration.
Dispute resolution Recommended Describes how parties deal with an impasse or conflict, for example through mediation or arbitration.
Exit and termination Always Regulates termination, buy-out, deadlock clauses, and what happens to contributions and assets at the end.
Duration and milestones If relevant Links the collaboration to a timeframe or to goals to be achieved and evaluation moments.
Use in practice

How do you use this document correctly?

A joint venture agreement only works if all parties understand, sign, and continue to comply with it. Follow these steps.

Situation What should you do? Point of attention
Before the start Discuss the objective, input, and decision-making fully and record the outcome in writing Prevents expectations from clashing only during a conflict.
Upon signing Have all parties sign and verify that the signatories are authorized Without a legally valid signature, the contract is difficult to enforce.
During the collaboration Keep verifiable records of decisions, minutes, and financial contributions Clarifies afterwards who decided on what and contributed to it.
In case of changes Amend the agreement in writing via an addendum signed by all parties Oral agreements are difficult to prove and undermine the original text.
Common mistakes

Common mistakes

In joint ventures, most problems do not arise at the start, but during steering and separation. These are the mistakes we see most often.

Wrong Consequence Better approach
No deadlock arrangement With 50/50 control, a conflict can paralyze the entire enterprise Include a deadlock clause with mediation, buyout, or a deciding vote.
Input not appreciated Subsequent discussion about who contributed how much Concretely define the value of each contribution and the distribution key.
No exit package Parties are unintentionally stuck with each other if the collaboration does not work Agree in advance on termination, buyout, and the consequences for assets.
Forgot confidentiality Shared trade secrets leak to an ex-partner Include a confidentiality clause with a term after the end.
Unclear decision-making Uncertainty about who is allowed to make which decisions Specify for each decision category whether a majority or unanimity is required.
Risk profile

What is your situation and what do you pay attention to?

Which points of attention weigh most heavily for you depends on your role and the structure of the joint venture. Do you recognize your situation?

Risk profile Example Focus in the document
Equal partners Two companies, each holding half of the control Pay particular attention to a watertight deadlock and dispute resolution mechanism.
Minority participant You contribute less than the other party Ensure minority protection and veto rights on core decisions.
Contribute knowledge or technology You share valuable know-how or IP Regulate ownership, licenses, and confidentiality regarding your intellectual property.
International partner One of the parties is located abroad Clearly specify the applicable law, language, and competent court or arbitration.
Additional documents

When is this document not enough?

A joint venture agreement covers the collaboration itself, but sometimes an additional or different document is required.

Situation Supplementary document Why
You set up a BV together Shareholders' Agreement Regulates the relationships between shareholders within the joint company.
The collaboration is more informal in nature Cooperation Agreement Suitable for a lighter collaboration without a joint venture.
You share confidential information during the exploration phase Confidentiality Agreement Protects your information even before the joint venture is finalized.
Explanation of this document

Drafting a Joint Venture Agreement, why?

Not every entrepreneur knows exactly what joint venture agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal frameworks are important.

What is a joint venture agreement?
A joint venture agreement is an agreement whereby two or more independent companies decide to collaborate in a joint project or joint enterprise, with joint contribution of capital, knowledge, labor, or market access, and jointly bearing risk and results. The joint venture distinguishes itself from a separate cooperation agreement in that the collaboration typically has a structural and lasting character and because the parties jointly share liability and results. The joint venture can take two legal forms. A contractual joint venture , in which the collaboration is organized solely on the basis of an agreement without the establishment of a separate legal entity — parties collaborate but each retain their own legal identity. And a corporate joint venture, in which the parties establish a joint legal entity — usually a private limited company (BV) — in which they each acquire a shareholding. The choice between these two forms has far-reaching consequences for liability, taxation, governance, and the exit strategy. Our lawyers draft a joint venture agreement for you that watertight establishes the contribution and control, correctly structures the profit and loss distribution, formulates the decision-making procedures and the deadlock resolution, clearly describes the exit arrangements, and addresses antitrust risks.
How do you choose between a contractual and a corporate joint venture?
The choice between a contractual joint venture and a corporate joint venture is the most decisive structural decision and is driven by three factors. First, liability: in a contractual joint venture, the parties retain their own liability profiles — they are liable for their own contribution to the collaboration and not automatically for each other's shortcomings, unless the agreement stipulates otherwise. In a corporate joint venture, the joint BV is the liable entity, with limited liability for the shareholders. Second, taxation: a contractual joint venture can lead to tax transparency — profits and losses are taxed directly at the level of the partners. A corporate joint venture utilizes corporate income tax at the level of the joint BV and the participation exemption when distributing dividends to the parent companies. Third, governance: a corporate joint venture has a formal management structure with a Board of Directors and a shareholders' meeting, which offers more structure but also requires more formality. A contractual joint venture is more flexible but requires more precise contractual arrangements for decision-making and deadlocks. Our lawyers advise you on the structure that best aligns with your tax position, your risk appetite, and the nature of the collaboration.
How do you arrange the contribution and control of the joint venture partners?
The contribution of each partner—capital, knowledge, technology, client portfolio, personnel, intellectual property, or market access—and the valuation of that contribution are the most negotiated elements of the joint venture agreement. A partner who contributes more in proportion to their shareholding or contractual share may wish to compensate for this through a preferential dividend, a higher profit share, or a veto right on certain decisions. Your joint venture agreement must accurately describe and value each partner's contribution and explicitly define the relationship between contribution and control. Control governs who may make which decisions. Decisions in the normal course of business—day-to-day management, small investments—are taken by the operationally responsible partner or the board of the JV. Strategic decisions—major investments, new markets, acquisitions, changes to the joint venture structure—require unanimity or a qualified majority of all partners. Your agreement must accurately define the categories of decisions and the required majorities per category. Our lawyers draft a decision-making structure that ensures smooth day-to-day operations while simultaneously protecting the strategic interests of all partners.
How do you arrange the distribution of profits and losses?
The profit and loss distribution is the most directly tangible provision of the agreement for joint venture partners. The distribution does not have to be equal to the shareholding or the contractual share: partners who contribute more operational effort can negotiate a higher profit share in addition to their shareholding. Your joint venture agreement must set out the profit distribution at multiple levels. The management management feethe partner responsible for the day-to-day management of the joint venture receives a fixed management fee payable by the joint venture prior to profit sharing. The preferred preferent dividenda partner who has contributed more capital receives a preferred return on their contribution prior to the ordinary profit sharing. The ordinary gewone winstdelingthe remaining result is distributed in proportion to the agreed share. The loss contribution verlies­bijdragewhat proportion do partners contribute to the losses of the joint venture? In a corporate joint venture, losses are borne by the joint BV until equity is exhausted; in a contractual joint venture, the partners must agree on the proportion in which they personally contribute losses. Our lawyers structure a profit and loss distribution that aligns with the actual contribution and risk-bearing capacity of each partner.
How do you arrange the deadlock resolution in the event of a stalemate between partners?
The deadlock clause— also known as the impasse clause—is the most existentially critical provision for joint ventures with equal control. If two partners each hold fifty percent of the voting rights and fundamentally disagree on a strategic decision, the joint venture can grind to a complete halt: neither partner has a majority to enforce their will. Without a deadlock clause, a stalemate leads to a protracted legal conflict or the dissolution of the joint venture. The most commonly used deadlock mechanisms are the following: The Russian Russian Rouletteclause: a partner offers their share at a price set by themselves; the other partner must then either accept the offer and buy out, or sell their own share at the same price. This mechanism encourages parties to name a fair price because they do not know which side of the transaction they will end up on. The Texas Texas Shoot-Outclause: both partners submit a simultaneous and sealed bid for each other's share; the highest bidder buys out. External externe mediatie of arbitragein the event of a deadlock, parties engage a neutral third party to provide binding advice or arbitrate. The choice of the deadlock mechanism depends on the power dynamics, the liquidity of the partners, and the nature of the dispute. Our lawyers advise you on the mechanism that suits your specific joint venture structure.
How do you arrange the exit and the transfer of the joint venture interest?
The exit arrangement determines bepaalt hoe een partner zijn aandeel in de joint venture kan beëindigen of overdragen. Zonder een exit­regeling kan een partner zijn belang in beginsel vrij overdragen aan derden — inclusief concurrenten van de andere partner. Uw joint venture overeenkomst moet de volgende exit­bepalingen bevatten. Het pre-emptive right:if a partner wishes to transfer their share, they must first offer it to the other partner(s) at the proposed transfer price. Only if the other partner(s) reject the offer may the shares be transferred to a third party. The tag tag-along rechtif a partner sells their share to a third party, the other partner has the right to sell their share along with it to the same third party at the same price and conditions. The drag drag-along rechtif a partner sells their share to a third party who wishes to acquire the entire joint venture, they may require the other partner to also sell at the same price. The good good leaver/bad leaver regelinga partner who leaves the joint venture due to death, disability, or mutual agreement is a good leaver and receives the market value of their share; A partner who leaves the joint venture due to breach of contract or competing activities is a bad leaver and receives lower compensation. Our lawyers draft an exit arrangement that correctly addresses all departure scenarios.
How do you address the competition law risks of a joint venture?
A joint venture between competitors — a horizontal joint venture — is sensitive under competition law. Under Article 101 TFEU and Article 6 of the Dutch Competition Act, agreements that significantly restrict competition are prohibited. A joint venture in which competitors jointly produce, conduct research, or enter markets may constitute a prohibited restriction of competition if the parties involved hold significant market shares and the joint venture significantly restricts competition in the market. For SME partners with combined market shares below the de minimis threshold of ten percent, the competition risk is generally limited. With larger market shares, a competition law assessment is required, and notification to the ACM or the European Commission is mandatory in the event of exceeding the merger threshold. Your joint venture agreement must contain a compliance clause obliging parties to terminate or modify the joint venture if competition authorities declare it incompatible with competition law. Our lawyers assess the competition law risks of your specific joint venture and ensure a compliance structure that minimizes these risks.
How does it work at MKBjuristen?
Following an intake regarding the nature of the collaboration, the partners' contributions, the desired governance structure, and the exit strategy, our lawyers draft a joint venture agreement that watertight establishes contributions and control, correctly structures the profit and loss distribution, clearly formulates the deadlock clause, ensures the exit arrangement addresses all departure scenarios, and correctly addresses antitrust risks. We also advise you on the choice between a contractual and a corporate joint venture and guide the incorporation of a joint JV BV if that is the chosen structure.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
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Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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