All templatesJOINT VENTURE AGREEMENT
THIS AGREEMENT is made on 1 October 2026.
BETWEEN:
(1) GREENFIELD SOLAR KENYA LIMITED (Greenfield Solar); and
(2) NYERI HIGHLANDS COOPERATIVE SOCIETY LIMITED (Nyeri Highlands),
(together the Parties and each a Party).
RECITALS
(A) The Parties wish to carry out together the project described in this Agreement.
(B) They have agreed to do so as a joint venture on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
1.1 In this Agreement, unless the context otherwise requires:
(a) Business Day means a day other than a Saturday, a Sunday or a public holiday in Kenya;
(b) Contribution means what a Party contributes under clause 3 (Contributions);
(c) Joint Venture means the joint venture established by this Agreement;
(d) Project means the joint development and operation of a 2 MW solar-powered milk cooling and processing hub in Nyeri County;
(e) Share means a Party's share of profits and losses under clause 4 (Profits and Losses).
2. The Joint Venture
2.1 The Joint Venture is contractual (no new entity): the Parties carry out the Project together under this Agreement alone; no company or other entity is formed; and each Party is responsible for its own taxes and for the liabilities it incurs outside the Joint Venture.
2.2 The purpose and scope of the Joint Venture is the joint development and operation of a 2 MW solar-powered milk cooling and processing hub in Nyeri County.
2.3 The Joint Venture starts on the date of this Agreement and continues until it ends under the Exit and Termination clause.
2.4 Each Party shall act in good faith towards the other in all matters of the Joint Venture.
3. Contributions
3.1 Greenfield Solar shall contribute KES 60,000,000 in equipment and installation.
3.2 Nyeri Highlands shall contribute land use rights and KES 15,000,000 in cash.
3.3 No Party is obliged to contribute more than its Contribution unless the Parties agree in writing.
3.4 A contribution of property, or of the use of property, remains the property of the Party that contributed it unless the Parties agree otherwise in writing.
4. Profits and Losses
4.1 The Parties shall share the profits and bear the losses of the Joint Venture in the following proportions:
(a) Greenfield Solar: 60%; and
(b) Nyeri Highlands: 40%.
4.2 Profits of the Joint Venture shall be distributed at the times the Parties decide under the Management and Decisions clause, after providing for the liabilities of the Joint Venture.
5. Management and Decisions
5.1 The Joint Venture shall be managed by a joint management committee.
5.2 The joint management committee shall consist of four members, of whom Greenfield Solar shall appoint two and Nyeri Highlands shall appoint two.
5.3 Reserved matters require the unanimity of the Parties.
5.4 No Party may bind the other Party or the Joint Venture except as decided under this clause.
6. Deadlock
6.1 There is a deadlock when a matter that needs the Parties' agreement cannot be decided at two successive meetings.
6.2 Either Party may then give the other written notice of the deadlock.
6.3 The chief executives (or equivalent senior officers) of the Parties shall meet within 14 days of that notice and try in good faith to resolve the deadlock.
6.4 A deadlock not resolved within 30 days of the notice is a dispute to be resolved under the Governing Law and Dispute Resolution clause.
7. Accounts and Records
7.1 Proper books of account of the Joint Venture shall be kept.
7.2 Each Party may inspect and copy those books of account at any reasonable time.
7.3 Accounts of the Joint Venture shall be drawn up once in every year and given to each Party.
8. Intellectual Property
8.1 Each Party keeps the intellectual property it owned before this Agreement or develops outside the Joint Venture, and licenses it to the Joint Venture free of charge for the Project only.
8.2 Intellectual property developed for the Joint Venture is owned by the Parties jointly.
8.3 Neither Party may assign or license intellectual property owned by the Parties jointly to a third party without the written consent of the other Party.
8.4 When this Agreement ends, each Party may continue to use the intellectual property owned by the Parties jointly in its own business.
9. Confidentiality
9.1 Each Party shall keep confidential the terms of this Agreement and any non-public information of the other Party received for the purposes of the Joint Venture, and shall use such information only for the Joint Venture.
9.2 Sub-clause 9.1 does not apply to disclosure required by law, by a court or by a regulator, or to disclosure to professional advisers bound by a duty of confidence.
Business and deals
Joint venture agreement template (Kenya)
Also called: Joint Venture Agreement
What it is for
Two businesses working together on one project.
The Kenyan law it follows
- Law of Contract Act Cap 23
- Companies Act 2015
- Competition Act 2010
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
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Sample joint venture agreement
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