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Joint Venture Agreement
"I need a Joint Venture Agreement for establishing a manufacturing facility in Jakarta, Indonesia between our German automotive parts company and a local Indonesian partner, with a 65:35 ownership split, planned to commence operations in March 2025."
1. Parties: Identification of the joint venture partners, including their complete legal names, registration numbers, and addresses
2. Background: Context of the joint venture formation, including the business objectives and contributions of each party
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Formation of Joint Venture Company: Details of the new company formation, including name, business objectives, and registration requirements
5. Capital Structure: Details of initial capitalization, shareholding ratios, and future funding obligations
6. Share Subscription and Payment: Terms and conditions for share subscription, payment schedule, and issuance of shares
7. Management and Governance: Structure of management, appointment of directors/commissioners, and decision-making processes
8. Shareholders' Rights and Obligations: Detailed rights and responsibilities of each shareholder
9. Business Plan and Budget: Initial business plan, budget requirements, and process for future updates
10. Transfer of Shares: Restrictions on share transfers, right of first refusal, and tag-along/drag-along rights
11. Deadlock Resolution: Procedures for resolving management deadlocks and serious disagreements
12. Termination: Circumstances and procedures for terminating the joint venture
13. Confidentiality: Protection of confidential information and trade secrets
14. Governing Law and Dispute Resolution: Choice of law and mechanisms for dispute resolution
15. General Provisions: Standard clauses including notices, amendments, and entire agreement provisions
1. Intellectual Property Rights: Used when the JV involves significant IP contributions or will develop new IP
2. Non-Competition: Include when parties need restrictions on competing activities
3. Technology Transfer: Required when the JV involves transfer of technology from foreign partner
4. Employee Matters: Include when specific arrangements for employee transfers or hiring are needed
5. Environmental Compliance: Important for JVs in industries with environmental impacts
6. Foreign Exchange Provisions: Include when dealing with significant cross-border transactions
7. Marketing and Distribution Rights: Used when JV involves specific marketing or distribution arrangements
8. Force Majeure: Include when operating in industries susceptible to external disruptions
9. Corporate Social Responsibility: Important for JVs in sectors with significant community impact
1. Schedule 1 - Details of the Parties: Complete corporate information and shareholding structure of each party
2. Schedule 2 - Initial Business Plan: Detailed 3-5 year business plan including market analysis and financial projections
3. Schedule 3 - Capital Contributions: Detailed breakdown of initial and future capital contributions
4. Schedule 4 - Assets and Property: List of assets to be transferred to or used by the JV
5. Schedule 5 - Key Personnel: Details of key management positions and initial appointees
6. Schedule 6 - Reserved Matters: List of decisions requiring special majority or unanimous approval
7. Schedule 7 - Initial Budget: Detailed first-year operational budget
8. Schedule 8 - Technical Services Agreement: Terms for technical support or knowledge transfer if applicable
9. Schedule 9 - License Agreements: Details of any IP or technology licenses granted to the JV
10. Schedule 10 - Company Documents: Draft Articles of Association and other corporate documents
Authors
Agreement
Articles of Association
Board of Commissioners
Board of Directors
BKPM
Business Day
Business Plan
Capital Contribution
Commencement Date
Company
Completion
Confidential Information
Control
Deed of Establishment
Effective Date
Encumbrance
Event of Default
Financial Year
Force Majeure Event
Foreign Investment Company (PT PMA)
General Meeting of Shareholders
Governmental Authority
Indonesian GAAP
Initial Business Plan
Intellectual Property Rights
Investment Law
Joint Venture Company
Key Performance Indicators
Material Adverse Change
NIB (Business Registration Number)
Parties
Permitted Transfer
PT (Perseroan Terbatas)
Related Party
Reserved Matters
Rupiah
Shareholders
Shareholders Agreement
Shares
Share Capital
Subscription Price
Tag-Along Rights
Technology License
Territory
Transfer
Working Capital
Share Subscription
Capital Contribution
Funding Obligations
Management Structure
Board Composition
Shareholder Rights
Voting Rights
Reserved Matters
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Non-Competition
Confidentiality
Intellectual Property
Technology Transfer
Business Planning
Dividend Policy
Financial Reporting
Information Rights
Regulatory Compliance
Foreign Investment Requirements
Environmental Compliance
Employment Matters
Related Party Transactions
Force Majeure
Termination Rights
Exit Provisions
Dispute Resolution
Governing Law
Representations and Warranties
Indemnification
Amendments
Notices
Assignment
Severability
Entire Agreement
Language Requirements
Anti-Corruption
Manufacturing
Technology
Mining and Natural Resources
Agriculture
Infrastructure
Retail and Consumer Goods
Financial Services
Healthcare
Education
Transportation and Logistics
Energy
Telecommunications
Tourism and Hospitality
Construction
Professional Services
Legal
Corporate Affairs
Finance
Mergers & Acquisitions
Business Development
Strategy
Compliance
Risk Management
International Operations
Corporate Secretariat
Investment
Commercial
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Investment Director
Corporate Secretary
Legal Counsel
Business Development Manager
Commercial Director
Strategy Director
Compliance Officer
Risk Manager
Board of Directors
Board of Commissioners
General Counsel
Head of Mergers & Acquisitions
Investment Manager
Country Manager
Regional Director
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