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1. Parties: Identification of all parties to the termination agreement
2. Background: Context of the original JV and reasons for termination
3. Definitions and Interpretation: Key terms used in the agreement and rules for interpretation
4. Termination: Formal termination of the JV agreement and effective date
5. Asset Division: Process and terms for dividing JV assets between parties
6. Settlement of Liabilities: Handling of outstanding debts, obligations, and liabilities
7. Intellectual Property Rights: Division and future use of IP developed during the JV
8. Confidentiality: Ongoing obligations regarding confidential information
9. Mutual Release: Release of claims between parties related to the JV
10. Transition Arrangements: Process and timeline for winding down operations
11. Survival of Obligations: Provisions that continue after termination
12. Governing Law and Jurisdiction: Applicable law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
14. Execution: Signature blocks and execution details
1. Employee Matters: Required if the JV has employees - handles transfer or termination of employment
2. Tax Matters: Required for complex JVs with significant tax implications
3. Customer/Supplier Contracts: Required if there are third-party contracts to be assigned or terminated
4. Non-Compete Provisions: Optional restrictions on future competitive activities
5. Public Announcements: Required for high-profile JVs or where public disclosure needs management
6. Insurance: Required if there are ongoing insurance matters or claims
7. Environmental Matters: Required for JVs with environmental liabilities or obligations
1. Asset Register: Detailed listing of all JV assets and their agreed allocation
2. Intellectual Property Register: List of IP rights and their disposition
3. Outstanding Liabilities: Schedule of all known liabilities and responsible parties
4. Termination Timeline: Detailed timeline for implementing termination activities
5. Contract Register: List of third-party contracts and their disposition
6. Employee Register: List of employees and their treatment (if applicable)
7. Settlement Statement: Financial settlement details including any adjustments
8. Form of Public Announcement: Template for any public communications about the termination
Business Day
Claim
Completion
Completion Date
Confidential Information
Costs
Effective Date
Encumbrance
Governmental Authority
Initial Joint Venture Agreement
Intellectual Property Rights
Joint Venture
Joint Venture Assets
Joint Venture Business
Joint Venture Interest
Joint Venture Vehicle
Liabilities
Loss
Original Parties
Party/Parties
Personnel
Related Body Corporate
Representatives
Separation Assets
Surviving Provisions
Termination Date
Termination Process
Third Party Contracts
Transfer Documents
Transition Period
Transition Services
Working Capital
Asset Division
Liability Allocation
Intellectual Property
Confidentiality
Non-Compete
Non-Solicitation
Release and Discharge
Indemnification
Warranties
Transition Services
Employee Matters
Third Party Contracts
Tax
Insurance
Public Announcements
Further Assurance
Costs
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Governing Law
Dispute Resolution
Interpretation
Survival
Mining and Resources
Real Estate and Construction
Technology and Software
Manufacturing
Infrastructure
Energy and Utilities
Agriculture
Healthcare
Financial Services
Telecommunications
Transport and Logistics
Retail and Consumer Goods
Legal
Finance
Corporate Development
Commercial
Operations
Risk and Compliance
Board and Governance
Strategy
Business Development
Project Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Commercial Director
Business Development Manager
Joint Venture Manager
Operations Director
Project Manager
Corporate Secretary
Risk Manager
Compliance Officer
Finance Director
Managing Director
Board Director
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