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Joint Venture And Shareholders Agreement
"Need a Joint Venture And Shareholders Agreement for a technology joint venture between our UK software company and a German hardware manufacturer, with equal shareholding and specific provisions for IP sharing and future funding rounds, planned to commence in March 2025."
1. Parties: Details of all parties entering into the joint venture
2. Background: Context and purpose of the joint venture
3. Definitions: Key terms used throughout the agreement
4. Business of the Joint Venture: Scope and nature of the joint venture business
5. Capital and Funding: Initial capital contributions and future funding arrangements
6. Governance: Management structure and decision-making processes
7. Transfer of Shares: Rules regarding share transfers and restrictions
8. Exit Provisions: Mechanisms for termination and party exit
1. Intellectual Property Rights: IP ownership and licensing arrangements - include when IP is significant to the venture
2. Non-Compete Provisions: Restrictions on competitive activities - include when protecting market position is crucial
3. Employee Matters: Employment and staffing arrangements - include when JV involves staff transfers or shared employees
1. Business Plan: Detailed business strategy and objectives
2. Articles of Association: Constitutional document of the JV company
3. Initial Capital Contributions: Details of each party's initial investments
4. Reserved Matters: List of decisions requiring special approval
5. Service Level Agreements: Terms for services provided by shareholders to JV
6. Deed of Adherence: Template for new shareholders joining the JV
Authors
Articles of Association
Board
Business
Business Day
Business Plan
Completion
Completion Date
Confidential Information
Control
Deadlock
Director
Encumbrance
Event of Default
Fair Market Value
Financial Year
Group
Initial Business Plan
Intellectual Property Rights
Joint Venture Company
Material Breach
Party
Parties
Permitted Transferee
Reserved Matters
Shareholder
Shares
Share Capital
Subsidiary
Tag-Along Rights
Drag-Along Rights
Territory
Transfer
Valuation
Working Capital
Business of the Joint Venture
Completion Conditions
Capital Contributions
Additional Funding
Share Capital and Shareholdings
Board Composition
Board Meetings
Shareholder Meetings
Reserved Matters
Management
Business Planning
Financial Matters
Distribution Policy
Transfer of Shares
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Anti-dilution Protection
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property Rights
Information Rights
Default
Exit Provisions
Put and Call Options
Termination
Force Majeure
Warranties
Indemnification
Assignment
Notices
Costs
Entire Agreement
Severability
Variation
Waiver
Governing Law
Dispute Resolution
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