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1. Parties: Identification of all joint venture partners and the joint venture entity
2. Background: Reference to the original joint venture agreement, reason for termination, and current status
3. Definitions: Key terms used throughout the agreement, including specific German legal terminology
4. Effective Date of Termination: Specific date when the termination becomes effective and any conditions precedent
5. Termination Process: Step-by-step procedure for unwinding the joint venture
6. Asset Distribution: Detailed provisions for the division and transfer of joint venture assets
7. Financial Settlement: Settlement of accounts, treatment of profits/losses, and final financial reconciliation
8. Employee Matters: Handling of employees, including transfers, redundancies, and social plans
9. Intellectual Property Rights: Division and future use of IP developed during the joint venture
10. Confidentiality: Ongoing obligations regarding confidential information
11. Release and Waiver: Mutual release from obligations and waiver of claims
12. Surviving Provisions: Identification of provisions that continue after termination
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
14. Execution: Signature blocks and execution requirements
1. Non-Compete Provisions: Used when parties wish to restrict future competition post-termination
2. Tax Matters: Include when specific tax arrangements or implications need to be addressed
3. Third Party Contracts: Required when there are significant contracts with third parties that need to be assigned or terminated
4. Environmental Matters: Include when the joint venture involves environmental liabilities or permits
5. Pension and Benefits: Needed when there are significant employee benefit or pension schemes to be addressed
6. Transition Services: Include when one party will provide services to the other during a transition period
7. Public Announcements: Required for high-profile joint ventures or where public communications need to be coordinated
8. Dispute Resolution: Optional detailed dispute resolution procedures beyond standard jurisdiction clause
1. Asset Register: Detailed list of all joint venture assets and their agreed distribution
2. Financial Statement: Final balance sheet and financial position of the joint venture
3. Employee List: List of employees and their destination post-termination
4. IP Register: Comprehensive list of intellectual property rights and their allocation
5. Third Party Contracts: List of contracts requiring assignment or termination
6. Settlement Calculation: Detailed calculations for financial settlements between parties
7. Transition Plan: Timeline and responsibilities for implementing the termination
8. Required Notices: Templates for notices required to various stakeholders
9. Handover Protocol: Procedure for physical handover of assets and documents
Applicable Law
Assets
Business Day
Completion
Completion Date
Confidential Information
Effective Date
Encumbrance
Existing Agreement
Final Accounts
Governmental Authority
Handelsgesetzbuch
Intellectual Property Rights
Joint Venture
Joint Venture Agreement
Joint Venture Company
Joint Venture Interest
Liabilities
Material Contracts
Original JV Agreement
Parties
Post-Termination Obligations
Related Agreements
Remaining Party
Settlement Amount
Settlement Date
Shareholders
Termination Date
Termination Notice
Third Party Rights
Transfer Documents
Transition Period
Transition Services
Withdrawing Party
Definitions
Termination
Asset Distribution
Financial Settlement
Employee Transfer
Intellectual Property Rights
Confidentiality
Non-Competition
Release and Waiver
Indemnification
Representations and Warranties
Tax
Costs
Notices
Assignment
Third Party Rights
Force Majeure
Severability
Entire Agreement
Amendments
Further Assurance
Counterparts
Governing Law
Dispute Resolution
Transition Services
Data Protection
Public Announcements
Anti-Corruption
Compliance with Laws
Environmental Matters
Insurance
Record Retention
Surviving Provisions
Manufacturing
Automotive
Technology
Pharmaceuticals
Chemical Industry
Energy and Utilities
Construction
Telecommunications
Financial Services
Real Estate
Renewable Energy
Infrastructure
Research and Development
Industrial Production
Legal
Corporate Development
Finance
Executive Leadership
Operations
Mergers & Acquisitions
Risk Management
Compliance
Human Resources
Strategy
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Joint Venture Manager
Business Development Director
Commercial Director
Operations Director
Legal Director
Finance Director
Corporate Secretary
Risk Manager
Compliance Officer
Strategy Director
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