AI Real Estate JV Agreement

This Real Estate Joint Venture Agreement (the "Agreement") is made and entered into as of [[Effective Date]], by and among the parties listed in Article 1 (collectively, the "Venturers" or "Members").

The Venturers desire to form a joint venture (the "Venture") for the purpose of acquiring, developing, owning, operating, and ultimately disposing of the real property and related assets described herein. The Venture shall be structured as a limited liability company (the "Company") or limited partnership, as elected by the Venturers, formed under the laws of the State of [[Formation State]].

No single federal statute governs real estate joint ventures. The parties' relationship is governed by this Agreement, the applicable state limited liability company or partnership act, federal and state securities laws (to the extent interests are offered to passive investors), and general contract and fiduciary principles.

---

Article 1 - Venturers and Roles

Capital Partner(s): [[Capital Partner Full Legal Name(s) / Entity]]

Contribution focus: cash equity and financing.

Operating / Sweat-Equity Partner(s): [[Operating Partner Full Legal Name(s) / Entity]]

Contribution focus: development, management, leasing, construction oversight, and day-to-day operations.

Ownership / Membership Interests (Percentage):

• Capital Partner: [[Capital Partner Percentage]]%

• Operating Partner: [[Operating Partner Percentage]]%

Each Venturer's liability is limited to its capital contribution and obligations expressly set forth herein, except as otherwise required by law or for fraud, bad faith, or willful misconduct.

---

Article 2 - Purpose and Property

The purpose of the Venture is to:

1. Acquire, entitle, develop, construct, lease, manage, refinance, and sell the real property located at:

[[Project Property Full Legal Description / Address]]
[[City]], [[State]] [[ZIP]]
APN / Parcel: [[Parcel Number]]

2. Engage in all activities reasonably related or incidental thereto.

The specific deal / project is described in Exhibit A (Project Description, Budget, and Timeline), attached and incorporated.

---

Article 3 - Capital Contributions

Initial Capital Contributions:

• Capital Partner shall contribute cash in the amount of $[[Capital Partner Cash Contribution]] on or before [[Funding Deadline]].

• Operating Partner shall contribute $[[Operating Partner Cash if Any]] cash plus "sweat equity" services valued at $[[Sweat Equity Valuation]] (or agreed percentage), documented in Exhibit B.

Additional Capital Calls:

If additional capital is required for approved Project costs, the Manager shall issue a capital call notice. Venturers shall contribute pro rata to their Percentage Interests within [[Number of Days, e.g. 10 business days]] of notice.

Failure to fund a capital call after notice and cure period may result in dilution, forced sale of interest, or other remedies set forth in Article 8.

No interest shall accrue on capital contributions unless otherwise agreed in writing.

---

Article 4 - Profits, Losses, and Distributions

Allocation of Profits and Losses:

Net profits and losses of the Venture shall be allocated among the Venturers in accordance with their Percentage Interests, subject to special allocations required by tax law (including qualified income offset and minimum gain chargeback provisions).

Distribution Waterfall (Cash Flow and Capital Event Proceeds):

Distributions shall be made in the following order and priority (the "Waterfall"):

1. Return of Capital: First, to the Venturers in proportion to their unreturned capital contributions, until each has received back 100% of its contributed capital.

2. Preferred Return: Next, to the Capital Partner, a cumulative preferred return of [[Preferred Return Rate, e.g. 8%]] per annum (compounded [[annually / quarterly]]) on its unreturned capital, calculated from the date of contribution.

3. Catch-Up to Operating Partner: Next, to the Operating Partner until it has received distributions equal to [[Catch-Up Percentage, e.g. 50%]] of the distributions previously made to Capital Partner under the preferred return tier (or a fixed promote amount).

4. Promote / Carried Interest: Thereafter, distributions shall be made [[Promote Split, e.g. 70% to Capital Partner / 30% to Operating Partner]] (or other agreed promote split).

5. Final Split: Any remaining amounts shall be distributed according to Percentage Interests or the final promote tier as set forth in Exhibit C.

The Manager shall cause distributions within [[Number]] days after receipt of net proceeds from operations, refinancing, or sale.

---

Article 5 - Management, Decision-Making, and Authority

Manager: The Venture shall be managed by [[Manager Name or "the Operating Partner" or "a Manager appointed by the Members"]] (the "Manager").

Major Decisions (require approval of [[Percentage, e.g. 75%]] or unanimous consent of Venturers):

1. Acquisition or sale of the Property or material assets.

2. Financing, refinancing, or granting of liens in excess of $[[Threshold Amount]].

3. Material amendments to budgets, business plans, or development agreements.

4. Admission of new members or issuance of additional interests.

5. Commencement or settlement of material litigation (>$[[Litigation Threshold]]).

6. Any act that would cause the Venture to engage in a business other than the stated purpose.

Ordinary Course Decisions: The Manager may make all decisions and take all actions in the ordinary course of the Project, including entering into leases within approved parameters, paying approved operating expenses, and hiring contractors within the budget.

The Manager shall provide quarterly reports and annual financial statements to all Venturers.

---

Article 6 - Capital Accounts, Tax Matters, and Accounting

Separate capital accounts shall be maintained for each Venturer in accordance with Treasury Regulations § 1.704-1(b)(2)(iv).

The Venture shall be treated as a partnership for federal and state income tax purposes unless the Venturers elect otherwise.

Tax Matters Partner / Partnership Representative: [[Name or "the Manager"]] is designated as the Partnership Representative under IRC § 6223.

All Venturers shall receive Schedule K-1s within the time required by law.

The fiscal year shall be the calendar year unless otherwise required.

---

Article 7 - Securities Compliance (Passive Investors)

If any Venturer's interest is offered or sold to passive investors who are not actively participating in management, such offering may constitute a security under federal and state law.

The parties intend to rely on exemptions from registration, including but not limited to:

• SEC Regulation D (Rule 506(b) or 506(c)) - accredited investor and/or sophisticated purchaser requirements, Form D filing, and applicable state blue sky notices.

• Other available exemptions.

Each Venturer acquiring an interest represents that it is acquiring the interest for its own account, for investment, and not with a view to distribution, and that it has adequate means to bear the economic risk and can afford a complete loss.

No public offering is authorized.

---

Article 8 - Exit, Buy-Sell, Dissolution, and Termination

Buy-Sell Provisions:

Any Venturer (the "Initiating Venturer") may deliver written notice to the other (the "Responding Venturer") offering to either (a) purchase the Responding Venturer's entire interest or (b) sell its own entire interest to the Responding Venturer, at a price and on terms stated in the notice (a "Shotgun" or "Texas Shootout" provision). The Responding Venturer must elect within [[Number of Days]] to buy or sell on those terms; failure to elect is deemed election to sell.

Right of First Refusal / First Offer:

Before any Venturer may transfer its interest to a third party, it must first offer the interest to the other Venturers on the same terms.

Drag-Along / Tag-Along:

In the event of a sale of a majority interest approved by the required percentage, minority holders may be required to participate (drag) or may elect to participate on the same terms (tag).

Dissolution and Liquidation:

The Venture shall dissolve upon:

1. Sale or other disposition of substantially all assets and distribution of proceeds.

2. Written consent of [[Required %]] of the Venturers.

3. Entry of a decree of judicial dissolution.

4. Expiration of the term (if fixed).

Upon dissolution, assets shall be liquidated and proceeds applied first to creditors, then according to positive capital account balances, then per the Waterfall.

---

Article 9 - Representations, Warranties, and Indemnification

Each Venturer represents that it has full power and authority to enter this Agreement, that the Agreement does not conflict with other obligations, and that it is not relying on any representation not set forth herein.

The Operating Partner represents that it has the skill, experience, and resources to perform its development and management duties.

The Venture shall indemnify the Manager and Venturers for acts performed in good faith within the scope of authority, except for fraud, bad faith, willful misconduct, or gross negligence.

---

Article 10 - Miscellaneous

Notices: All notices shall be in writing and delivered by certified mail, overnight courier, or email with confirmation to the addresses set forth on the signature page or as updated.

Governing Law: This Agreement shall be governed by the laws of the State of [[Governing State]], without regard to conflicts of law principles.

Amendments: This Agreement may be amended only by a writing signed by all Venturers (or the required percentage for specific provisions).

Counterparts; Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

Entire Agreement: This Agreement, including all Exhibits, constitutes the entire agreement and supersedes all prior negotiations, representations, and agreements relating to the subject matter.

Severability: If any provision is held invalid, the remaining provisions shall continue in full force.

---

Signatures

CAPITAL PARTNER / MEMBER

[[Capital Partner Entity or Individual Full Legal Name]]

By: _______________________________ Name: [[Signatory]] Title: [[Title]]

Date: [[Date]]

Address for Notices: [[Address]]

OPERATING PARTNER / MEMBER

[[Operating Partner Entity or Individual Full Legal Name]]

By: _______________________________ Name: [[Signatory]] Title: [[Title]]

Date: [[Date]]

Address for Notices: [[Address]]

---

Exhibits

• Exhibit A: Project Description, Budget, Timeline, and Pro Forma

• Exhibit B: Sweat Equity Valuation and Services Schedule

• Exhibit C: Detailed Distribution Waterfall and Promote Calculations

• Exhibit D: Initial Capitalization Table

• Exhibit E: Form of Subscription Agreement / Accredited Investor Questionnaire (if applicable)

---

*Real Estate Joint Venture Agreement template - not legal advice. No single federal statute governs; parties must comply with applicable state LLC/Partnership acts and federal/state securities laws (e.g., SEC Regulation D for passive interests). All figures, percentages, and terms are placeholders. Verify current law and consult qualified securities, tax, and real estate counsel in the relevant jurisdictions before use. Invented values use [[Token Name]] placeholders.*