Restaurant Co-Ownership Agreement

This Restaurant Co-Ownership Agreement (“Agreement”) is made and entered into as of [Month Day, Year], by and between [Your Company Name], a restaurant business (the "Restaurant") and [Your Partner Company Name], (the "Co-Owner"). Together, these entities are referred to as the “Parties.”

WHEREAS, the Parties wish to enter into a partnership agreement to jointly operate and manage the Restaurant;

WHEREAS, the Parties desire to outline their respective roles, responsibilities, and investment contributions toward the Restaurant;

WHEREAS, the Parties aim to establish a framework for the governance, profit-sharing, and dispute resolution of the Restaurant; and

WHEREAS, the Parties agree to be bound by the terms and conditions set forth in this Agreement.

2. Definitions

For clarity and precision in the interpretation of this Restaurant Co-Ownership Agreement (hereafter referred to as the "Agreement"), the terms specified below are defined as follows:

a. "Agreement" refers specifically to this Restaurant Co-Ownership Agreement, which outlines the terms and conditions agreed upon by the involved parties.

b. "Restaurant" refers to [Your Company Name], an established business entity engaged in the culinary industry, specifically in the operation and management of a dining establishment.

c. "Co-Owner" designates [Your Partner Company Name / Second Party], a business entity or individual who has entered into this Agreement with the Restaurant to share ownership and operational responsibilities.

d. "Parties" collectively refers to both the Restaurant and the Co-Owner who are bound by the terms of this Agreement.

3. Roles and Responsibilities

Under the terms of this Agreement, the roles and responsibilities of the Parties are defined to ensure efficient operation and mutual benefit:

a. The Restaurant will undertake the day-to-day management of the business. This includes but is not limited to menu planning, staffing, maintaining customer service excellence, and overall operational logistics.

b. The Co-Owner is tasked with providing substantial financial support and contributing to strategic planning and marketing initiatives aimed at enhancing the Restaurant's market position and profitability.

c. Both Parties will jointly make decisions concerning significant matters that impact the Restaurant's direction and success, ensuring that all major decisions are aligned with the agreed strategic objectives.

d. Regular meetings will be scheduled, requiring the participation of both Parties to review the Restaurant's performance, discuss issues, and plan future actions. These meetings are critical for maintaining open communication and effective partnership.

e. All decisions requiring mutual consent will be formally documented in writing, reinforcing the commitment to transparency and mutual agreement.

4. Investment Contributions

The financial commitments by each Party to the Restaurant are as follows:

a. Initial Capital: Both the Restaurant and the Co-Owner shall each contribute an equal amount of $[Amount], serving as initial capital for the start-up or expansion phases of the Restaurant.

b. Additional Capital: Future capital requirements beyond the initial contributions will be determined based on the Restaurant's needs and must be mutually agreed upon and documented by both Parties.

c. Financial Management: A joint bank account will be established for the purpose of managing the Restaurant’s operations. This account will be the repository for all capital contributions and will be used to handle all related expenses.

d. Record-Keeping: Comprehensive records of all contributions, expenditures, and financial transactions related to the Restaurant will be meticulously maintained to ensure transparency and accountability.

e. Compensation for Unequal Contributions: In instances where contributions are unequal, a predetermined method agreed upon by both Parties will be applied to compensate for any disparities.

5. Profit and Loss Distribution

The financial outcomes from the operations of the Restaurant will be addressed as follows:

a. Equal Sharing: Profits and losses from the Restaurant's operations will be divided equally between the Restaurant and the Co-Owner, adhering to a 50-50 distribution model.

b. Financial Oversight: Quarterly financial statements will be prepared and reviewed collaboratively to assess the Restaurant’s financial health and operational success.

c. Distribution of Profits: Profit distributions will be conducted on a quarterly basis, contingent upon the net income derived from the Restaurant during that period.

d. Reinvestment Decisions: Any decision to reinvest profits back into the Restaurant will require mutual consent from both Parties, ensuring that both interests are aligned in the reinvestment process.

e. Shared Liabilities: Losses and any resulting liabilities will be borne equally by both Parties, emphasizing the shared responsibility in the venture.

6. Decision-Making

The framework for decision-making within this Restaurant Co-Ownership Agreement is designed to ensure a balanced and fair approach to managing both significant and routine business activities. This framework is as follows:

a. Major Decisions: Defined broadly, major decisions include but are not limited to strategic shifts in business direction, financial expenditures that exceed the threshold of $[Amount], and entering into or altering significant contractual commitments. These decisions are pivotal and have a substantial impact on the Restaurant's operations and strategic positioning.

b. Unanimous Consent: For any major decisions, a unanimous vote is required. This stipulation ensures that such critical decisions have the full support of both Parties, reflecting a shared vision and mutual consent. This requirement is intended to safeguard the interests of both the Restaurant and the Co-Owner, preventing unilateral actions that could significantly affect the partnership or the business.

c. Veto Power: Reflecting the equality of the partnership, each Party possesses veto power over any major decisions. This ensures that both Parties maintain equal control over the business’s strategic direction and critical financial commitments, allowing either Party to block decisions that they believe could negatively impact the business.

d. Routine Decisions: Decisions that are classified as non-major or day-to-day, such as minor operational or administrative decisions, can be made autonomously by the Party designated as responsible for that particular area of the business. This delegation is crucial for efficient management and allows for streamlined operations without the need for constant joint approval, thereby facilitating smoother daily operations.

e. Documentation and Record-Keeping: To maintain transparency and accountability, all decisions—both major and routine—must be thoroughly documented. The records should include details of the decision-making process, the parties involved, and the outcomes. These documents will be kept on record for future reference and can serve as valuable resources during audits, disputes, or for general review of the business’s operational history.

7. Dispute Resolution

To ensure that disputes arising from or relating to this Restaurant Co-Ownership Agreement are resolved efficiently and equitably, a structured dispute resolution process is outlined below:

a. Negotiation: At the outset of any dispute, the Parties agree to engage in amicable negotiations in an effort to resolve the conflict without the need for formal proceedings. This step emphasizes the importance of communication and cooperation in preserving the business relationship and aims to reach a mutually acceptable solution through direct discussions.

b. Mediation: Should negotiations fail to resolve the dispute, the next step is mediation. The Parties will agree to submit the dispute to mediation, conducted by a mediator who is mutually agreed upon. Mediation provides a facilitated dialogue environment where a neutral third party assists the Parties in reaching a voluntary settlement.

c. Arbitration: In the event that mediation does not result in a resolution, the dispute shall escalate to binding arbitration. This arbitration will be conducted in [State] following the rules of the American Arbitration Association. Arbitration represents a more formal method of dispute resolution, where a neutral arbitrator will make a decision that is binding on both Parties.

d. Cost Sharing: The costs associated with both mediation and arbitration shall be borne equally by the Parties. This approach underscores the shared commitment to resolving disputes and the equal stake each Party holds in the process.

e. Finality of Arbitration Decisions: Any decisions rendered through arbitration shall be final and binding on both Parties. This clause ensures that the arbitration decision is recognized as conclusive and enforceable, thereby providing a definitive resolution to the dispute.

This multi-tiered dispute resolution process is designed to offer multiple opportunities for resolution at various levels of formality, providing a clear path from negotiation to arbitration, thereby facilitating a fair and efficient resolution to conflicts.

8. Admission of New Partners and Exit of Existing Partners

This section of the Agreement delineates the procedures and requirements related to the admission of new partners into the Restaurant and the exit of existing partners, ensuring clarity and fairness in these processes:

a. Admission of New Partners: The introduction of any new partner to the Restaurant requires the unanimous consent of both existing Parties. This unanimity is essential to maintain harmony and alignment within the business, ensuring that all partners share a common vision and commitment to the Restaurant’s objectives.

b. Notice of Exit by Existing Partners: Any partner wishing to withdraw from the partnership must provide at least sixty (60) days written notice to the remaining partner. This advance notice is crucial for allowing adequate time to address the various implications of the partner's departure and to plan for the continuity of business operations.

c. Buyout Clause: Upon the exit of a partner, their share in the Restaurant will be subject to a buyout. The valuation of the exiting partner's interest will be based on its fair market value, to be appraised by an independent valuator agreed upon by both Parties. This ensures that the buyout is conducted fairly and reflects the true economic value of the partner’s interest in the business.

d. Payment Terms for Buyout: The buyout amount shall be paid in installments over a period not to exceed twelve (12) months from the date of the partner’s exit, with interest charged at the prevailing market rate. This structured payment plan facilitates financial management for the remaining partner while ensuring that the exiting partner is compensated in a timely manner.

e. Continuity of Operations: The departure of a partner shall not adversely affect the ongoing operations of the Restaurant. It is incumbent upon the remaining partner to ensure a smooth transition of responsibilities and continuity in the Restaurant’s management and operations. This clause is intended to minimize any potential disruption to the business and to maintain the quality of service and operational standards that the Restaurant is known for.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State]. The Parties hereby submit to the jurisdiction of the courts of [State].

10. Miscellaneous

This section of the Restaurant Co-Ownership Agreement ensures clarity and enforceability in the administrative aspects and general legal considerations associated with the management of the agreement between the Parties:

a. Entire Agreement: This Agreement constitutes the complete and exclusive statement of understanding between the Parties concerning all aspects of the co-ownership and operation of the Restaurant. It supersedes all prior agreements, discussions, and understandings, whether written or oral, pertaining to the matters included herein. This ensures that all terms are consolidated into a single document, providing clear reference and preventing ambiguity.

b. Amendments and Modifications: Any changes or modifications to this Agreement must be made in writing and must be signed by both Parties. This requirement for written amendments ensures that all changes are deliberated and agreed upon formally, preserving the integrity and intent of the original agreement and preventing misunderstandings or unilateral alterations.

c. Severability: If any provision of this Agreement is determined by a court or other competent authority to be illegal, invalid, or otherwise unenforceable, that provision will be severed from this Agreement. However, the remaining provisions will continue in full force and effect, thus preserving the remaining intentions and functional aspects of the Agreement as far as possible.

d. Notices: Any formal notices required or permitted under this Agreement must be given in writing. They should be sent to the respective addresses that the Parties will provide for this purpose. This stipulation ensures that all critical communications are duly recorded and formally acknowledged, reducing the risk of disputes over whether information was properly conveyed.

e. Counterparts: This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all counterparts together will form one and the same document. This allows the Parties to execute the Agreement in separate locations while still maintaining the validity and effectiveness of a single binding document. This provision is particularly useful for facilitating legal processes in situations where Parties are in different geographic locations.

IN WITNESS WHEREOF, the Parties have executed this Restaurant Co-Ownership Agreement as of the Effective Date.

[Your Name]
[Your Company Name]

[Your Partner Company Representative Name]
[Your Partner Company Name]

Date: [Month Day, Year]