The Unincorporated Joint Venture Agreement is essential for businesses seeking to collaborate under Swiss law without establishing a separate legal entity. This document is particularly relevant when parties wish to maintain flexibility in their business relationship while clearly defining their rights and obligations. It's commonly used for project-specific collaborations, research and development initiatives, or temporary business ventures in Switzerland. The agreement must comply with Swiss Code of Obligations provisions regarding simple partnerships (einfache Gesellschaft) and includes detailed terms on capital contributions, profit sharing, management rights, and operational procedures. It's suitable for both domestic and international partnerships, providing a framework that balances flexibility with legal certainty under Swiss jurisdiction.
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1. Parties: Identification and details of all joint venture parties
2. Background: Context of the joint venture formation and parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Formation and Scope: Establishment of the joint venture and its business scope
5. Contributions and Financing: Parties' initial and ongoing contributions (capital, assets, services)
6. Management and Control: Decision-making processes, management structure, and voting rights
7. Rights and Obligations: Core responsibilities and rights of each party
8. Profit and Loss Sharing: Distribution of profits and allocation of losses
9. Accounting and Records: Financial reporting, audit rights, and record-keeping requirements
10. Competition and Confidentiality: Non-compete provisions and confidentiality obligations
11. Term and Termination: Duration, termination triggers, and exit procedures
12. Consequences of Termination: Asset distribution and wind-down procedures
13. Dispute Resolution: Dispute resolution mechanisms and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Intellectual Property Rights: Required when the JV involves creation or use of IP
2. Employment Matters: Needed when the JV will have employees or shared staff
3. Real Estate: Include when the JV involves property ownership or leasing
4. Environmental Compliance: Required for ventures with environmental impact
5. Data Protection: Include when handling personal data or sensitive information
6. Insurance: Specific insurance requirements and obligations
7. Force Majeure: Include for ventures with significant operational risks
8. Anti-Corruption Compliance: Required for international operations or public sector involvement
9. Technology Transfer: Include when technology sharing is part of the venture
1. Business Plan: Detailed business objectives, strategy, and operational plans
2. Initial Contributions: Detailed list of each party's initial contributions and valuations
3. Management Structure: Detailed organizational structure and reporting lines
4. Key Performance Indicators: Specific performance metrics and targets
5. Asset Register: List of joint venture assets and ownership details
6. Accounting Procedures: Detailed accounting policies and procedures
7. Reserved Matters: List of decisions requiring special approval
8. Form of Shareholder Resolution: Template for formal partner resolutions
9. Intellectual Property Register: List of IP rights and ownership details
10. Service Level Agreements: Terms for any services provided between parties
Relevant legal definitions
Agreement
Applicable Law
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Committee
Confidential Information
Control
Default Event
Deadlock
Effective Date
Force Majeure Event
Initial Capital
Initial Period
Intellectual Property Rights
Joint Venture
JV Assets
Key Performance Indicators
Management Committee
Material Breach
Non-Defaulting Party
Operating Budget
Operating Costs
Participating Interest
Partner(s)
Partnership Assets
Project
Project Manager
Quarter
Reserved Matters
Services
Simple Partnership
Special Majority
Strategic Plan
Swiss GAAP
Territory
Third Party
Transfer
Venture Property
Working Capital
Exit Event
Good Industry Practice
Insolvency Event
Losses
Management Accounts
Operating Procedures
Profit Share
Related Party
Termination Date
Applicable Law
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Committee
Confidential Information
Control
Default Event
Deadlock
Effective Date
Force Majeure Event
Initial Capital
Initial Period
Intellectual Property Rights
Joint Venture
JV Assets
Key Performance Indicators
Management Committee
Material Breach
Non-Defaulting Party
Operating Budget
Operating Costs
Participating Interest
Partner(s)
Partnership Assets
Project
Project Manager
Quarter
Reserved Matters
Services
Simple Partnership
Special Majority
Strategic Plan
Swiss GAAP
Territory
Third Party
Transfer
Venture Property
Working Capital
Exit Event
Good Industry Practice
Insolvency Event
Losses
Management Accounts
Operating Procedures
Profit Share
Related Party
Termination Date
Clauses
Definitions and Interpretation
Formation of Joint Venture
Business Scope
Term and Duration
Capital Contributions
Additional Funding
Management Structure
Decision Making
Reserved Matters
Profit and Loss Sharing
Distribution Policy
Banking Arrangements
Accounting and Records
Audit Rights
Business Plan
Operational Management
Intellectual Property
Confidentiality
Non-Competition
Transfer Restrictions
Change of Control
Deadlock Resolution
Default
Force Majeure
Termination
Exit Provisions
Asset Distribution
Representations and Warranties
Tax Matters
Employment
Insurance
Compliance
Anti-Corruption
Data Protection
Environmental Compliance
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Formation of Joint Venture
Business Scope
Term and Duration
Capital Contributions
Additional Funding
Management Structure
Decision Making
Reserved Matters
Profit and Loss Sharing
Distribution Policy
Banking Arrangements
Accounting and Records
Audit Rights
Business Plan
Operational Management
Intellectual Property
Confidentiality
Non-Competition
Transfer Restrictions
Change of Control
Deadlock Resolution
Default
Force Majeure
Termination
Exit Provisions
Asset Distribution
Representations and Warranties
Tax Matters
Employment
Insurance
Compliance
Anti-Corruption
Data Protection
Environmental Compliance
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
Relevant Industries
Technology
Manufacturing
Real Estate
Professional Services
Research & Development
Construction
Healthcare
Financial Services
Energy
Agriculture
Telecommunications
Biotechnology
Industrial
Infrastructure
Education
Relevant Teams
Legal
Corporate Development
Finance
Business Development
Strategy
Operations
Risk Management
Compliance
Commercial
Project Management
Investment
Partnership Management
Executive Leadership
Board of Directors
Contract Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Business Development Director
Partnership Manager
Project Director
Corporate Development Manager
Joint Venture Manager
Legal Counsel
Commercial Director
Strategy Director
Operations Director
Investment Manager
Risk Manager
Compliance Officer
Finance Director
Managing Partner
Board Member
Contract Manager
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