Joint Venture LLC Operating Agreement - 299

ConsensusDocs 299 is a comprehensive contract that enables two or more parties to combine resources and expertise by forming a limited-liability company (LLC) specifically for a construction project. Unlike traditional teaming or simple JV agreements, this document contemplates the creation of a distinct legal entity in which each venture partner holds a clearly defined ownership interest. The LLC then becomes the party responsible for executing the work, providing a streamlined structure for governance, liability protection, and financial accountability.

The agreement’s general conditions cover every major aspect of a construction joint venture, giving participants a reliable framework while allowing ample flexibility to customize provisions for state law or project-specific requirements. Key sections include:

Relationship & Responsibilities – Allocates duties among partners, defines fiduciary obligations, and establishes standards of conduct.

Scope of Work & Execution – Details the project objectives, performance expectations, and delegation of tasks to the LLC or individual members.

Ownership Interests & Capital Contributions – Specifies each partner’s equity percentage, initial funding commitments, and distribution of profits or losses.

Management Structure – Sets up an Executive Committee, voting rights, quorum rules, and procedures for day-to-day decision-making.

Financing & Payments – Addresses project funding, cash calls, payment applications, and handling of retained earnings.

Insurance, Bonding & Risk Allocation – Defines coverage requirements, indemnity obligations, and bonding responsibilities to protect the JV and Owner.

Subcontracting Within the JV – Permits the LLC to issue specific scopes of work to a venture partner when approved by the Executive Committee, ensuring transparency and fair value.

Default, Remedies & Exit Strategies – Outlines events of default, cure periods, buyout formulas, and dissolution procedures.

Dispute Resolution & Mitigation – Provides a tiered approach to resolving conflicts, starting with executive negotiation, followed by mediation, and, if necessary, binding arbitration or litigation.

By clearly articulating ownership stakes, governance rules, and performance obligations, ConsensusDocs 299 helps JV partners reduce legal uncertainty, align incentives, and present a unified front to project Owners. The LLC structure also shields individual members from direct contractual liability, simplifying risk management while promoting collaboration. Whether the project involves vertical construction, infrastructure, or specialized industrial work, this agreement supplies a balanced, industry-vetted template that can be tailored to virtually any jurisdiction or project size.