An agreement in which the parties agree to enter into a joint venture by making capital contributions to a newly formed joint venture entity in exchange for equity interests in that entity. This Standard Document assumes that the parties have agreed on the terms of the joint venture but that additional time is needed to satisfy closing conditions set out in the agreement (such as obtaining governmental approvals or third-party consents, securing third-party financing, or hiring key employees). This Standard Document has integrated drafting notes with important explanations and drafting and negotiating tips.