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Jv Term Sheet
"I need a JV Term Sheet for a proposed joint venture between our Australian tech company and an Indonesian e-commerce company, where we'll contribute our SaaS platform and they'll provide local market access and operations, targeting completion by March 2025."
1. Parties: Details of the proposed JV partners including full legal names and jurisdiction of incorporation
2. Background: Brief description of the parties and their intention to establish a joint venture
3. Definitions: Key terms used throughout the term sheet
4. JV Company Structure: Proposed legal form, name, and jurisdiction of the JV company
5. Business Scope: Defined scope of JV company's business activities and any territorial restrictions
6. Capital Structure: Initial capitalization, shareholding percentages, and funding commitments
7. Governance: Board composition, voting rights, and reserved matters
8. Regulatory Approvals: Required governmental and regulatory approvals under Indonesian law
9. Timeline: Expected timeline for JV formation and key milestones
10. Confidentiality: Confidentiality obligations regarding the proposed transaction
11. Exclusivity: Period during which parties agree not to negotiate with other potential partners
12. Costs: Allocation of costs related to JV formation
13. Binding Effect: Specification of which terms are binding and non-binding
1. Initial Business Plan: High-level business plan overview - included when initial operations are well-defined
2. Technology and IP Rights: Terms regarding IP contributions and licensing - included when IP is central to the JV
3. Non-Compete: Restrictions on competing activities - included when parties operate in similar markets
4. Dead Lock Resolution: Mechanism for resolving board or shareholder deadlocks - included for 50/50 JVs
5. Exit Mechanisms: Preliminary terms for exit options - included for JVs with planned exit timeline
6. Employment Matters: Key personnel and secondment arrangements - included when specific expertise is crucial
7. Related Party Transactions: Framework for agreements between JV and partners - included when significant ongoing relationships anticipated
1. Initial Shareholding Structure: Detailed breakdown of shareholding percentages and share classes
2. List of Required Approvals: Comprehensive list of regulatory and third-party approvals needed
3. Reserved Matters: Detailed list of matters requiring special approval
4. Initial Capital Contributions: Schedule of initial contributions (cash, assets, IP) by each party
5. Key Commercial Terms: Summary of main commercial terms to be included in definitive agreements
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Business Plan
Capital Contribution
Completion
Confidential Information
Deed of Establishment
Definitive Agreements
Effective Date
Encumbrance
Foreign Investment Company (PT PMA)
Governmental Authority
Initial Business
Investment Law
JV Company
Key Management
Limited Liability Company (PT)
Long Stop Date
Material Adverse Change
NIB (Business Identification Number)
OSS (Online Single Submission)
Parties
Regulatory Approvals
Reserved Matters
Shareholders Agreement
Subscription Price
Territory
Transaction Documents
Transfer
Working Capital
MOLHR (Ministry of Law and Human Rights)
BKPM (Investment Coordinating Board)
Intellectual Property Rights
Related Party
Share Capital
Authorized Capital
Issued Capital
Paid-up Capital
Board Resolution
Shareholders Resolution
Deadlock
Exit Event
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Call Option
Put Option
Recitals
Definitions
JV Company Formation
Business Scope
Territory
Capital Structure
Shareholding Ratio
Funding Obligations
Board Composition
Management Structure
Reserved Matters
Shareholder Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Deadlock Resolution
Non-Competition
Confidentiality
Exclusivity
Regulatory Compliance
Conditions Precedent
Timeline
Costs and Expenses
Governing Law
Dispute Resolution
Notices
Binding Effect
Related Party Transactions
Intellectual Property Rights
Business Plan
Distribution Policy
Employee Matters
Termination
Force Majeure
Anti-Corruption Compliance
Language Requirements
Manufacturing
Technology
Mining and Natural Resources
Infrastructure
Financial Services
E-commerce
Healthcare
Agriculture
Telecommunications
Retail and Consumer Goods
Energy
Transportation and Logistics
Education
Property and Real Estate
Legal
Corporate Development
Strategy
Finance
Business Development
Mergers & Acquisitions
Investment
International Operations
Regulatory Compliance
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Head of Corporate Development
Head of Business Development
Investment Director
Managing Director
Corporate Secretary
Legal Counsel
Investment Manager
Business Development Manager
Strategy Director
Joint Venture Manager
Corporate Development Manager
Mergers & Acquisitions Director
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