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1. Parties: Identification and details of all parties to the termination agreement
2. Background: Details of the original JV agreement and reasons for termination
3. Definitions: Key terms used throughout the agreement
4. Termination Provisions: Effective date and mechanics of termination
5. Asset Distribution: Division and transfer of JV assets
6. Mutual Release: Release of claims between parties
7. Confidentiality: Ongoing confidentiality obligations
8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Employee Transfer: Provisions for the transfer of employees between parties, including TUPE considerations
2. IP Rights: Detailed provisions for the division and assignment of intellectual property rights
3. Tax Provisions: Special arrangements for tax matters and allocations between parties
4. Transition Services: Arrangements for temporary services provided between parties post-termination
5. Non-Compete Provisions: Restrictions on competitive activities post-termination
6. Data Protection: Provisions for handling shared data and compliance with UK GDPR post-termination
1. Schedule 1 - Asset Register: Detailed list of JV assets and their allocation between parties
2. Schedule 2 - Employee Transfer Schedule: List of transferring employees and their terms of employment
3. Schedule 3 - IP Rights Schedule: Detailed allocation of intellectual property rights between parties
4. Schedule 4 - Outstanding Obligations: List of obligations to be fulfilled post-termination
5. Schedule 5 - Completion Obligations: Actions required by each party to complete the termination process
6. Schedule 6 - Transition Services: Details of any temporary services to be provided between parties
Business Day
Completion
Completion Date
Confidential Information
Effective Date
Encumbrance
Existing JV Agreement
Intellectual Property Rights
Joint Venture
JV Assets
JV Business
JV Company
Liabilities
Long Stop Date
Original Parties
Parent Companies
Parties
Representatives
Surviving Provisions
Tax
Termination Date
Termination Notice
Third Party
Transaction Documents
Transfer
Transferring Assets
Transferring Employees
Transition Period
Working Capital
Termination
Asset Distribution
Share Transfer
Consideration
Completion Obligations
Employee Matters
Intellectual Property Rights
Confidentiality
Non-Compete
Non-Solicitation
Mutual Release
Representations and Warranties
Indemnification
Tax Matters
Outstanding Liabilities
Transition Services
Further Assurance
Dispute Resolution
Notices
Assignment
Entire Agreement
Variation
Waiver
Severability
Costs
Third Party Rights
Governing Law
Jurisdiction
Counterparts
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