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1. Parties: Identifies and provides details of all parties entering into the joint venture agreement
2. Background: Sets out the context, purpose, and objectives of the joint venture
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Joint Venture Establishment: Establishes the joint venture, its name, and its purpose
5. Contributions and Funding: Details initial and ongoing contributions required from each party, including capital, assets, and resources
6. Ownership and Interests: Specifies the ownership structure and respective interests of the parties
7. Management and Control: Outlines the management structure, decision-making processes, and voting rights
8. Project Management: Details how the specific project will be managed, including roles and responsibilities
9. Financial Matters: Covers budgeting, accounting, distribution of profits, and handling of losses
10. Intellectual Property: Addresses ownership and usage rights of IP brought into or created during the joint venture
11. Confidentiality: Sets out obligations regarding confidential information
12. Default and Consequences: Defines events of default and their consequences
13. Termination: Specifies circumstances for termination and the process involved
14. Dispute Resolution: Establishes procedures for resolving disputes between parties
15. General Provisions: Includes standard boilerplate clauses such as notices, governing law, and entire agreement
1. Competition Law Compliance: Required when the JV operates in markets where competition law concerns are significant
2. Foreign Investment Provisions: Needed when foreign parties are involved or foreign investment approval is required
3. Environmental Compliance: Important for projects with environmental impacts or obligations
4. Employment Matters: Required when the JV will directly employ staff
5. Insurance: Detailed insurance requirements when project risks require specific coverage
6. Force Majeure: Important for projects susceptible to external disruptions
7. Step-In Rights: Needed when parties require rights to take over certain obligations in specific circumstances
8. Third Party Agreements: Required when the JV needs to interface with significant third-party contracts
9. Project Financing: Necessary when external financing is part of the project structure
1. Project Scope and Specifications: Detailed description of the project scope, deliverables, and technical specifications
2. Initial Contributions: Detailed list of each party's initial contributions including valuations
3. Business Plan: Initial business plan including budgets and timelines
4. Management Structure: Detailed organizational structure and governance procedures
5. Key Personnel: List of key personnel and their roles
6. Financial Procedures: Detailed procedures for financial management and reporting
7. Asset Register: Register of assets owned by or contributed to the joint venture
8. Intellectual Property Register: Register of IP rights owned by or licensed to the joint venture
9. Form of Bank Guarantee: Template for any required bank guarantees
10. Insurance Requirements: Detailed insurance specifications and requirements
11. Agreed Form Documents: Templates for various operational documents required by the JV
Additional Contribution
Affiliate
Agreed Proportion
Annual Budget
Applicable Laws
Assets
Australian Dollar
Authorised Representative
Background IP
Bank Account
Business Day
Business Hours
Business Plan
Capital Contribution
Commencement Date
Completion Date
Confidential Information
Control
Default Event
Default Notice
Defaulting Party
Developed IP
Dispute
Effective Date
Encumbrance
Event of Force Majeure
Expert
Financial Year
Good Industry Practice
Governmental Agency
GST
Initial Contribution
Insolvency Event
Intellectual Property Rights
Interest
Joint Venture
Joint Venture Assets
Joint Venture Committee
Joint Venture Interest
Joint Venture Manager
Key Personnel
Liabilities
Management Committee
Material Adverse Effect
Material Contract
Milestone
Non-Defaulting Party
Notice
Operating Account
Operating Costs
Parties
Performance Standards
Permitted Purpose
Project
Project Area
Project Budget
Project IP
Project Manager
Project Plan
Project Schedule
Related Body Corporate
Related Party
Security Interest
Special Resolution
Steering Committee
Super Majority Decision
Tax
Term
Territory
Third Party
Transfer
Venture Interest
Voting Rights
Work Program
Conditions Precedent
Formation of Joint Venture
Purpose and Scope
Term and Termination
Contributions
Funding Obligations
Ownership Interests
Management Committee
Project Management
Decision Making
Operations
Budgets and Work Programs
Financial Matters
Distribution Policy
Bank Accounts
Books and Records
Intellectual Property
Confidentiality
Competition and Restraint
Assignment and Transfer
Change of Control
Default
Buy-out Rights
Force Majeure
Insurance
Representations and Warranties
Environmental Compliance
Health and Safety
Employment
Anti-corruption and Compliance
Dispute Resolution
Notices
Governing Law
Security
Indemnities
Third Party Rights
Step-in Rights
Pre-emptive Rights
Deadlock Resolution
Project Execution
Quality Control
Risk Allocation
Asset Management
Reporting Requirements
Audit Rights
Limitation of Liability
Severability
Entire Agreement
Counterparts
Further Assurance
Infrastructure
Construction
Mining
Real Estate Development
Renewable Energy
Technology
Manufacturing
Agriculture
Healthcare
Education
Transport and Logistics
Telecommunications
Legal
Commercial
Corporate Development
Project Management
Finance
Operations
Risk and Compliance
Business Development
Strategy
Investment
Corporate Secretariat
Governance
Chief Executive Officer
Chief Legal Officer
General Counsel
Commercial Director
Project Director
Joint Venture Manager
Legal Counsel
Contract Manager
Business Development Manager
Chief Financial Officer
Project Manager
Operations Director
Risk Manager
Compliance Officer
Corporate Secretary
Investment Director
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