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Joint Action Agreement

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JOINT ACTION AGREEMENT

This Joint Action Agreement (the "Agreement") is made and entered into as of by and between , an organized under the laws of , with principal address at (hereinafter "Party One"), and , an organized under the laws of , with principal address at (hereinafter "Party Two").

RECITALS

WHEREAS, Party One and Party Two each possess certain rights, interests and authority with respect to actions identified in this Agreement and each desires to coordinate specified actions on a joint basis for mutual benefit and to avoid inconsistent or duplicative efforts; and

WHEREAS, the parties intend by this Agreement to set forth their respective authorities, obligations and procedures for undertaking joint actions, including decision-making, allocation of costs, allocation of liability, notice procedures and conditions for termination; and

WHEREAS, the parties desire to memorialize the terms upon which they will act jointly with respect to the matters described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Joint Action" means any activity, proceeding, negotiation, filing, communication, litigation or other formal or informal action undertaken by the parties together pursuant to this Agreement. Words defined in the singular shall include the plural and vice versa.

2. PURPOSE

The purpose of this Agreement is to set forth the rights, obligations and procedures by which the parties will coordinate and undertake Joint Actions described as follows:

3. SCOPE OF AUTHORITY; PERFORMANCE

3.1 Each party shall exercise authority only to the extent expressly granted by this Agreement or as otherwise agreed in writing. No party shall bind another party except as provided in this Agreement or by separate written authorization.

3.2 The parties shall cooperate in good faith to coordinate scheduling, allocation of responsibilities, information exchange and performance of tasks necessary to effectuate Joint Actions. Each party shall perform its obligations using commercially reasonable efforts and in compliance with applicable law.

4. DECISION MAKING

4.1 Decisions relating to the initiation, settlement, cessation or material modification of a Joint Action shall require the following threshold: . If no threshold is specified, unanimous consent shall be required.

4.2 Where a decision requires approval under this Section and the parties are unable to reach the requisite approval within a reasonable time, the parties agree to submit the matter to escalation as set forth in Section 12 (Dispute Resolution).

5. ALLOCATION OF COSTS AND LIABILITIES

5.1 Unless otherwise agreed in writing, costs and expenses incurred in the performance of Joint Actions shall be allocated as follows:

5.2 Each party shall remain solely liable for its own acts and omissions, and shall indemnify the other party for losses arising from breach, negligence or willful misconduct as provided in Section 9 (Indemnification).

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement and the performance of its obligations do not and will not violate any agreement, law or order binding on it; and (c) no consent of any third party is required for the performance contemplated by this Agreement except as disclosed in writing.

7. CONFIDENTIALITY

7.1 Each party shall maintain as confidential all nonpublic information disclosed by the other party in connection with Joint Actions, and shall not disclose such information except as necessary to perform obligations under this Agreement, to legal counsel for advice, or as required by applicable law or order of a court of competent jurisdiction, provided that the disclosing party gives reasonable prior notice to the other to seek protective relief.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

9. INDEMNIFICATION

9.1 Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees, incurred by the Indemnitee arising out of or resulting from (a) a material breach of this Agreement by the Indemnitor; (b) the Indemnitor's negligence or willful misconduct; or (c) a claim that arises from the Indemnitor's representations and warranties being untrue when made.

9.2 The Indemnitee shall provide prompt written notice of any claim to the Indemnitor and shall cooperate in the defense of any such claim. The Indemnitor shall have the right to assume defense with counsel of its choice.

10. INSURANCE

Each party shall maintain insurance coverage customary and reasonable for its industry and for the activities contemplated by this Agreement, including commercial general liability and professional liability coverage where applicable, and shall provide certificates of insurance upon reasonable request.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be given to the parties at their respective addresses set forth below or at such other address as a party designates by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, the next business day after overnight courier delivery, or three business days after mailing by certified mail.

12. DISPUTE RESOLUTION

The parties shall first attempt in good faith to resolve any dispute arising under or in connection with this Agreement by negotiation between senior representatives. If negotiation fails to resolve the dispute within thirty (30) days, the parties shall submit the dispute to non-binding mediation before resorting to litigation. Each party shall bear its own costs in mediation unless otherwise agreed.

13. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any provision or breach shall be effective unless in writing and signed by the party granting the waiver; no waiver shall constitute a waiver of any other provision or subsequent breach.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT

This Agreement, together with any exhibits and written agreements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original economic intent.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

Party One:

By:

Date:

Party Two:

By:

Date:

Enter text✕

What a Joint Action Agreement Is and When it’s Used

A Joint Action Agreement is a formal contract in which two or more parties agree to act together on specified matters by delegating authority, sharing costs, or coordinating decisions. Typical uses include joint ventures, co-ownership of property, coordinated litigation, and multi‑party procurement. The agreement defines who may make decisions, the voting or approval method, individual obligations for contribution and indemnity, the duration of the joint authority, and steps for dispute resolution or termination. The document can be executed on paper or electronically under U.S. e‑signature law when signature intent and record retention requirements are met.

Why Parties Use a Joint Action Agreement

A Joint Action Agreement centralizes decision making, reduces ambiguity about authority, allocates costs and liabilities, and documents obligations between collaborators. Properly drafted, it limits disputes, clarifies timelines and financial commitments, and supports enforceability under federal and state e‑signature laws such as the ESIGN Act and UETA.

Why Parties Use a Joint Action Agreement

Who Typically Prepares and Signs These Agreements

The Joint Action Agreement is used by a mix of corporate, property, legal, and public‑sector actors that need explicit shared authority or coordinated actions.

  • Corporate boards, joint ventures, and managing members of LLCs coordinating business decisions across entities.
  • Property co‑owners, trustees, or syndication members setting collective authority for leasing, sale, or development.
  • Plaintiffs, counsel, or public interest groups coordinating litigation strategy and cost sharing among multiple stakeholders.

Each user type brings different documentation and compliance needs; select clauses and authentication methods to match the parties and the governing law.

Core Elements to Include in a Professional Agreement

A well‑constructed Joint Action Agreement groups clauses so signers can quickly find authority rules, obligations, and exit terms; include clear definitions and exhibits for schedules or budgets.

Parties

Identify each party by full legal name, entity type, jurisdiction of formation, and a designated contact for notices. Include EIN/Tax ID where relevant.

Purpose & Scope

Describe the precise activities covered, geographic or project limits, and any activities specifically excluded from joint authority to avoid ambiguity.

Authority & Voting

State how decisions are made (unanimous, majority, weighted votes), thresholds for approvals, and which actions require written consent versus simple vote.

Contributions & Costs

Document cash, in‑kind contributions, billing arrangements, expense reimbursement, reserve funds, and how overruns are allocated among parties.

Duration & Termination

Set the effective date, renewal terms, early termination rights, wind‑up procedures, and the process for assigning or transferring rights.

Dispute Resolution

Specify choice of law, venue, mediation or arbitration procedures, and interim relief options to manage disputes efficiently and predictably.

Step‑by‑Step: Complete and Execute the Agreement

Follow these sequential steps to prepare, verify, and finalize a Joint Action Agreement for enforceable execution.

  • 01
    Gather Documents: Collect formation papers, authority proof, and contact details for each party.
  • 02
    Draft Terms: Draft clear scope, authority, and financial clauses tailored to the transaction.
  • 03
    Legal Review: Have counsel review key liabilities, tax, and regulatory implications.
  • 04
    Execute & Distribute: Obtain signatures, notarize if required, and circulate the executed copy to all parties.

Configure a Digital Workflow for Online Completion

When using an eSignature platform, set fields, authentication, and routing before sending to avoid back‑and‑forth and to preserve an audit trail.

Field Configuration
Template Use a reusable template with named party placeholders and conditional fields.
Signer Order Set sequential routing for approvals or parallel signing for efficiency.
Authentication Use email plus SMS code or stronger ID verification for high‑risk signers.
Retention Enable automatic PDF export and centralized storage after completion.

Where to Send, File, and Who Receives Copies

A typical routing flow sends the executed agreement to each party, counsel, and the entity records or corporate secretary for filing.

  • Prepare Document: Finalize template with exhibits attached.
  • Upload to Platform: Place signature, initial, and date fields.
  • Choose Signers: Assign signer roles and authentication.
  • Distribute Copies: Automatically deliver signed PDF and audit trail to recipients.

Technical Requirements and Supported Integrations

Choose a platform that supports common file formats, required signer authentication, and your record retention policy before sending for signature.

  • File Formats: PDF, DOCX, and editable templates supported.
  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace, Box, and Procore are commonly supported.
  • Authentication: Email + SMS codes, SSO, and advanced signer verification available.

Ensure the chosen platform produces an auditable certificate of completion, stores a tamper‑evident signed copy, and matches your organization’s HIPAA, SOC 2, or 21 CFR Part 11 requirements where applicable.

Typical Timelines and Key Dates to Track

Joint Action Agreements themselves rarely have fixed federal filing deadlines, but tracking execution, notice, and termination dates is essential for compliance and operational timing.

Negotiation Period:

Agree on a clear negotiation window and document version control.

Execution Date:

The Effective Date is when rights and obligations commence.

Notarization Window:

If a signature acknowledgement is required, notarize promptly after signing.

Recording or Filing:

If the agreement affects real property, prepare to record deeds as required by county.

Renewal/Review:

Schedule periodic reviews and notice deadlines for renewals or termination.

Common Preparation Mistakes to Avoid

  • Leaving decision‑making rules vague — ambiguous voting thresholds cause delays and litigation risk.
  • Failing to identify authorized signers — unsigned or improperly authorized signatures can void commitments.
  • Omitting financial allocation details — unclear contribution or cost‑sharing terms lead to disputes.
  • Not including exit or transfer rules — lack of transfer restrictions can disrupt project continuity.

Risks and Consequences of an Incorrect Agreement

Enforceability Risk: Agreement may be unenforceable.
Liability Exposure: Parties may assume unexpected liabilities.
Tax Impact: Adverse tax treatment or reporting obligations.
Regulatory Noncompliance: Violations under sector rules may follow.
Third‑Party Claims: Creditors or counterparties may challenge actions.
Invalid Signatures: Signatures lacking authority or consent.

Real‑world Examples of Joint Action Agreements in Use

These short examples illustrate practical scenarios where a Joint Action Agreement clarifies authority and speeds execution.

Optica Ventures (Transaction Coordination)

A venture group used a Joint Action Agreement to centralize fundraising decisions and distribute closing responsibilities.

  • The agreement set voting thresholds and capital call procedures.
  • As a result, signers had clear authority, contributions were tracked against exhibits, and downstream disputes over timing and obligations were minimized while preserving audit trails for investors.

Martin Properties (Property Co‑ownership)

Co‑owners of a renovation project documented approvals for change orders and disbursements in a Joint Action Agreement.

  • The document required two‑thirds approval for budgets above set thresholds.
  • This reduced delays by preventing unilateral expenditures, clarified insurance and indemnity obligations, and provided a record suitable for lenders and title companies.

Attachments, Export Options, and What to Keep with the Agreement

Prepare supporting documents and choose export formats that preserve signatures and metadata for long‑term storage or regulatory review.

Export Formats

Save executed agreements as PDF/A to preserve appearance and include the embedded audit trail or certificate for long‑term evidence.

Required Attachments

Attach exhibits such as budgets, schedules, insurance certificates, and proof of authority (resolutions or powers of attorney).

Audit Trail

Retain the audit log showing signer email, IP address, timestamp, and authentication method to support attribution under ESIGN/UETA.

Version Control

Keep earlier drafts with timestamps and change history to document negotiation and to prevent later claims about agreed terms.

eSignature Vendor Comparison for Executing a Joint Action Agreement

Compare core vendor attributes relevant to signing and storing Joint Action Agreements; signNow is listed first per product comparisons and supports required integrations and compliance controls.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

FAQs: Execution, Validity, and Electronic Signing Issues

Answers to common questions about enforceability, notarization, e‑signatures, and how to avoid execution errors when finalizing a Joint Action Agreement.


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