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1. Parties: Identification and details of all parties to the joint venture
2. Background: Context and purpose of the joint venture arrangement
3. Definitions: Key terms used throughout the agreement
4. Joint Venture Structure: Legal structure and organization of the venture
5. Capital Contributions: Details of initial and ongoing capital commitments
6. Profit Sharing: Formula and mechanics for profit distribution
7. Management Structure: Governance and decision-making framework
8. Term and Termination: Duration and circumstances for ending the venture
1. Intellectual Property Rights: IP ownership and licensing arrangements - include when IP is material to the venture
2. Employment Matters: Staff transfer and employment terms - include when employees are being transferred or shared
3. Competition Compliance: Anti-trust and competition law provisions - include when parties are competitors or in regulated industries
1. Business Plan: Detailed operational and financial projections
2. Capital Contributions Schedule: Detailed breakdown of each party's contributions
3. Profit Distribution Formula: Detailed calculations for profit sharing
4. Management Structure Chart: Organizational diagram and reporting lines
5. Reserved Matters: List of decisions requiring special approval
6. Asset Register: List of assets contributed to the venture
Affiliate
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Control
Directors
Distributable Profits
Effective Date
Financial Year
Force Majeure Event
Group
Initial Capital
Initial Period
Intellectual Property Rights
Joint Venture
Joint Venture Agreement
Joint Venture Company
Management Committee
Material Breach
Net Profit
Operating Costs
Parent Company
Parties
Profit Share
Profit Sharing Ratio
Quarter
Reserved Matters
Shareholders
Shareholders' Agreement
Territory
Transfer
Venture Property
Working Capital
Formation of Joint Venture
Business of Joint Venture
Capital Contributions
Additional Funding
Profit Distribution
Management and Control
Decision Making
Reserved Matters
Board Composition
Shareholder Meetings
Financial Matters
Accounting and Records
Banking Arrangements
Business Planning
Intellectual Property
Confidentiality
Non-Competition
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Default
Force Majeure
Termination
Exit Mechanisms
Anti-Corruption
Warranties
Indemnification
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Variations
Costs
Third Party Rights
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