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1. Parties: Identification and details of all joint venture participants
2. Background: Context of the joint venture relationship and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Joint Venture Establishment: Formation of the joint venture and its business objectives
5. Contributions and Ownership: Details of initial and ongoing contributions by each party and resulting ownership interests
6. Profit Sharing Arrangements: Detailed mechanism for calculating and distributing profits between parties
7. Management and Control: Governance structure, decision-making processes, and voting rights
8. Financial Management: Accounting procedures, financial reporting, and audit requirements
9. Operations and Business Plan: Operational framework and implementation of the business plan
10. Confidentiality: Protection of confidential information and trade secrets
11. Intellectual Property: Ownership and usage rights of IP in the joint venture
12. Default and Consequences: Events of default and resulting consequences
13. Dispute Resolution: Procedures for resolving disputes between parties
14. Term and Termination: Duration of the agreement and termination provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Non-Competition: Restrictions on parties competing with the joint venture, used when parties operate in similar industries
2. Third Party Dealings: Rules for engaging with external parties, included when frequent third-party interactions are expected
3. Insurance: Insurance requirements and obligations, important for high-risk ventures
4. Employee Matters: Employment and secondment arrangements, needed when staff are shared or transferred
5. Environmental Compliance: Environmental obligations and compliance, essential for ventures with environmental impact
6. Foreign Investment Provisions: Specific provisions for foreign investment compliance, required when foreign parties are involved
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in high-risk or international ventures
8. Bank Accounts and Treasury: Detailed banking arrangements, necessary for complex financial structures
1. Schedule 1 - Initial Contributions: Detailed list of each party's initial contributions including valuations
2. Schedule 2 - Profit Sharing Formula: Detailed calculations and examples of profit-sharing mechanisms
3. Schedule 3 - Business Plan: Initial business plan and strategic objectives
4. Schedule 4 - Management Structure: Detailed governance structure and management procedures
5. Schedule 5 - Accounting Principles: Agreed accounting policies and procedures
6. Schedule 6 - Completion Obligations: Actions required to establish the joint venture
7. Appendix A - Key Performance Indicators: Metrics for measuring joint venture performance
8. Appendix B - Deed of Accession: Template for admitting new parties to the joint venture
Additional Capital Contribution
Affiliate
Agreement
Annual Budget
Applicable Law
Asset Register
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Change of Control
Commencement Date
Confidential Information
Control
Deadlock
Default Event
Default Notice
Defaulting Party
Directors
Dispute
Distributable Profits
Effective Date
Encumbrance
Exercise Notice
Expert
Financial Year
Force Majeure Event
GST
Initial Capital Contribution
Initial Term
Insolvency Event
Intellectual Property Rights
Interest
Joint Venture
Joint Venture Account
Joint Venture Assets
Joint Venture Committee
Joint Venture Interest
Key Performance Indicators
Management Committee
Material Breach
Net Profit
Non-Competing Business
Non-Defaulting Party
Operating Costs
Participating Interest
Parties
Pre-Emptive Rights
Profit Share
Project
Related Body Corporate
Related Party
Representative
Reserved Matters
Share
Special Resolution
Subsidiary
Tax
Term
Territory
Third Party
Transfer
Venture Property
Working Capital
Formation of Joint Venture
Conditions Precedent
Term and Renewal
Capital Contributions
Ownership Interests
Profit Sharing
Loss Allocation
Management Structure
Decision Making
Reserved Matters
Financial Management
Banking Arrangements
Distribution Policy
Business Planning
Operational Management
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Change of Control
Additional Capital
Default
Buy-Out Rights
Deadlock Resolution
Force Majeure
Termination
Exit Mechanisms
Asset Distribution
Representations and Warranties
Insurance
Indemnification
Dispute Resolution
Governing Law
Tax Matters
Compliance
Environmental Obligations
Labor and Employment
Anti-Corruption
Notices
Assignment
Third Party Rights
Amendments
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Mining and Resources
Construction
Property Development
Technology and Software
Manufacturing
Agricultural
Renewable Energy
Infrastructure
Healthcare
Professional Services
Retail and Consumer Goods
Transportation and Logistics
Legal
Finance
Corporate Development
Business Development
Operations
Risk and Compliance
Tax
Commercial
Strategy
Executive Leadership
Project Management
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Operating Officer
Commercial Director
Legal Counsel
Corporate Lawyer
Business Development Manager
Project Director
Finance Director
Managing Director
Joint Venture Manager
Operations Manager
Risk Manager
Company Secretary
Tax Manager
Commercial Manager
Partnership Director
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