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Joint Venture Agreement Term Sheet
"I need a Joint Venture Agreement Term Sheet for a UAE-based technology manufacturing venture between my Dubai-based company and a German technology firm, with operations planned to commence in March 2025, ensuring compliance with UAE foreign investment laws and including specific provisions for technology transfer and IP protection."
1. Parties: Identification of the proposed JV partners, including full legal names and jurisdiction of incorporation
2. Background: Brief description of each party's business and the purpose/objectives of the proposed joint venture
3. Definitions: Key terms used throughout the term sheet
4. JV Entity Structure: Proposed legal structure, jurisdiction of incorporation, and type of entity (LLC, FZ company, etc.)
5. Business Scope: Detailed description of the intended business activities of the JV
6. Capital Structure: Initial capitalization, shareholding percentages, and funding commitments
7. Management Structure: Board composition, voting rights, and key management positions
8. Key Commercial Terms: Core business terms including profit sharing, dividend policy, and business plan overview
9. Regulatory Compliance: Key regulatory requirements and licenses needed for the JV
10. Timeline: Proposed timeline for JV formation and key milestones
11. Confidentiality: Confidentiality obligations of the parties regarding the proposed JV
12. Binding Effect: Clear statement of which provisions are binding and non-binding
1. Intellectual Property Rights: Terms regarding IP ownership and licensing - include if JV involves significant IP
2. Territory and Non-Compete: Geographic scope and competition restrictions - include if territorial exclusivity is important
3. Technology Transfer: Terms of any technology transfer between parties - include if technical knowledge sharing is key
4. Shariah Compliance: Islamic finance compliance provisions - include if relevant to the business or parties
5. Exit Mechanisms: High-level terms for exit options - include if parties want to address this at term sheet stage
6. Employment Matters: Key personnel and emiratisation requirements - include if significant staffing considerations exist
7. Conditions Precedent: Key conditions required before proceeding - include if specific approvals or events are needed
8. Dispute Resolution: Proposed dispute resolution mechanism - include if parties want to agree this at term sheet stage
1. Initial Business Plan Summary: High-level overview of proposed business plan and financial projections
2. Capital Contribution Schedule: Detailed breakdown of initial and future capital contributions
3. Key Management Positions: List of key management positions and initial nominations
4. Reserved Matters: List of decisions requiring special approval
5. Implementation Timeline: Detailed timeline for JV formation and commencement
6. Assets Schedule: List of key assets to be contributed by each party to the JV
Authors
Board
Business
Business Day
Business Plan
Capital Contribution
Commercial Companies Law
Completion
Confidential Information
Effective Date
Encumbrance
Financial Year
Governmental Authority
Initial Capital
Intellectual Property Rights
Joint Venture
Joint Venture Company
Key Management
License
Management Committee
Material Adverse Change
Ministry
Parties
Project
Reserved Matters
Shareholder
Share Capital
Shareholding Percentage
Territory
Transfer
UAE
UAE Dirham
Working Capital
Background
Definitions
Business Scope
Joint Venture Structure
Capital Structure
Ownership Structure
Management Structure
Board Composition
Shareholder Rights
Reserved Matters
Business Plan
Capital Contributions
Funding Requirements
Profit Distribution
Transfer Restrictions
Pre-emptive Rights
Tag-along Rights
Drag-along Rights
Non-compete
Intellectual Property
Confidentiality
Regulatory Compliance
Conditions Precedent
Timeline
Binding Effect
Governing Law
Dispute Resolution
Costs
Exclusivity
Term and Termination
Notices
Technology
Real Estate
Manufacturing
Energy
Healthcare
Financial Services
Retail
Construction
Logistics
Tourism and Hospitality
Education
Professional Services
Media and Entertainment
Telecommunications
Legal
Corporate Development
Strategy
Finance
Executive Leadership
Business Development
Operations
Risk and Compliance
Corporate Secretariat
Investment
Commercial
Chief Executive Officer
Managing Director
Chief Financial Officer
General Counsel
Legal Director
Corporate Development Director
Business Development Manager
Investment Manager
Strategy Director
Operations Director
Commercial Director
Joint Venture Manager
Corporate Secretary
Risk Manager
Compliance Officer
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