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1. Parties: Identification and details of all parties entering into the joint venture agreement
2. Background: Context of the joint venture, including business objectives and rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation of Joint Venture: Legal structure, name, and purpose of the joint venture
5. Contributions: Details of initial and ongoing contributions (capital, assets, resources) by each party
6. Ownership and Profit Sharing: Ownership structure, profit/loss allocation, and distribution policy
7. Management and Control: Governance structure, decision-making processes, and voting rights
8. Operations: Day-to-day management, operational procedures, and business plans
9. Financial Matters: Banking, accounting practices, audit rights, and financial reporting requirements
10. Representations and Warranties: Standard representations and warranties from each party
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competing activities during and after the joint venture
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Process for resolving disputes, including mediation and arbitration procedures
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Used when the JV involves creation, licensing, or transfer of IP
2. Employment Matters: Required when employees are being transferred or hired by the JV
3. Real Estate: Needed when the JV involves property acquisition or leasing
4. Regulatory Compliance: For JVs in regulated industries requiring specific compliance measures
5. Foreign Investment Provisions: Required for international JVs addressing cross-border issues
6. Environmental Compliance: For JVs involving environmental risks or regulations
7. Technology Transfer: When specific technology or know-how is being transferred to the JV
8. Marketing and Branding: When joint branding or marketing efforts are planned
9. Insurance: Detailed insurance requirements beyond standard coverage
1. Schedule A - Business Plan: Detailed business plan including strategies, targets, and timelines
2. Schedule B - Initial Contributions: Itemized list of each party's initial contributions with valuations
3. Schedule C - Assets: Detailed list of assets contributed or to be acquired by the JV
4. Schedule D - Management Structure: Organizational chart and management responsibilities
5. Schedule E - Financial Procedures: Detailed accounting procedures and financial reporting requirements
6. Schedule F - Key Performance Indicators: Specific metrics for measuring JV performance
7. Schedule G - Licensed IP: List of intellectual property licensed to or by the JV
8. Schedule H - Required Consents: List of required regulatory approvals and third-party consents
9. Appendix 1 - Form of Shareholder Resolution: Template for shareholder resolutions
10. Appendix 2 - Dispute Resolution Procedures: Detailed procedures for dispute resolution
Affiliate
Applicable Law
Business
Business Day
Business Plan
Board
Capital Contribution
Confidential Information
Control
Competitor
Deadlock
Default Event
Effective Date
Fair Market Value
Fiscal Year
Force Majeure
Governmental Authority
Initial Contribution
Intellectual Property Rights
Joint Venture
JV Company
Management Committee
Material Adverse Change
Members
Operating Budget
Parties
Percentage Interest
Permitted Transfer
Project
Related Party
Reserved Matters
Share
Shareholder
Strategic Plan
Subsidiary
Tag-Along Rights
Territory
Third Party
Transfer
Venture Assets
Venture Interest
Working Capital
Non-Compete Period
Regulatory Approval
Required Consent
Special Resolution
Termination Date
Encumbrance
Distribution
Insolvency Event
Key Performance Indicators
Contributions
Capital Structure
Management Rights
Voting Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Representations and Warranties
Indemnification
Force Majeure
Termination
Default
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Good Faith
Competition Compliance
Environmental Compliance
Regulatory Compliance
Employment Matters
Tax Matters
Insurance
Business Planning
Financial Reporting
Audit Rights
Dividend Policy
Reserved Matters
Deadlock Resolution
Buy-Sell Provisions
Anti-Corruption
Data Protection
Information Rights
Board Composition
Shareholder Meetings
Business Scope
Territory Restrictions
Natural Resources
Mining
Oil and Gas
Technology
Manufacturing
Real Estate Development
Infrastructure
Renewable Energy
Healthcare
Agriculture
Telecommunications
Financial Services
Transportation
Construction
Research and Development
Legal
Corporate Development
Finance
Operations
Risk Management
Compliance
Strategy
Business Development
Corporate Secretariat
Executive Leadership
Treasury
Tax
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Business Development Manager
Project Director
Operations Manager
Legal Counsel
Corporate Secretary
Risk Manager
Commercial Director
Partnership Manager
Strategic Alliance Director
Investment Manager
Board Member
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