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1. Parties: Identification of all parties to the termination agreement, including the original joint venture parties
2. Background: Recitals describing the original joint venture agreement, its purpose, and the parties' decision to terminate
3. Definitions: Definitions of key terms used throughout the agreement, including reference to original joint venture agreement terms
4. Termination: Core provision declaring the termination of the joint venture agreement and effective date
5. Distribution of Assets: Provisions governing the allocation and transfer of joint venture assets between parties
6. Settlement of Liabilities: Arrangements for handling outstanding debts, obligations, and liabilities
7. Intellectual Property Rights: Division and future usage rights of jointly owned or developed IP
8. Confidentiality: Ongoing obligations regarding confidential information and trade secrets
9. Mutual Release: Release of claims between parties related to the joint venture
10. Survival of Obligations: Specification of which original agreement provisions survive termination
11. Costs: Allocation of costs related to the termination process
12. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction for disputes
13. Entire Agreement: Standard boilerplate confirming this agreement supersedes previous understandings regarding termination
14. Execution: Signature blocks and execution formalities
1. Employee Matters: Required when there are employees to be transferred or made redundant
2. Tax Matters: Detailed tax provisions needed for complex asset transfers or tax-heavy implications
3. Competition Compliance: Required when termination has competition law implications
4. Transition Services: Include when one party will provide services to the other during transition
5. Customer/Supplier Contracts: Required when there are significant third-party contracts to be assigned
6. Insurance: Include when dealing with ongoing insurance claims or coverage issues
7. Public Announcements: Required for high-profile joint ventures or public companies
8. Data Protection: Include when significant personal data processing is involved
1. Schedule 1 - Asset Distribution Schedule: Detailed listing of all assets and their allocated distribution
2. Schedule 2 - Intellectual Property Register: Complete register of IP rights and their agreed disposition
3. Schedule 3 - Outstanding Liabilities: List of all known liabilities and their handling
4. Schedule 4 - Employee Transfer Details: Details of employee transfers and associated arrangements
5. Schedule 5 - Transition Timeline: Detailed timeline for implementing termination activities
6. Schedule 6 - Third Party Contracts: List of contracts requiring assignment or termination
7. Appendix A - Closing Documents: List of documents required for completion of termination
8. Appendix B - Form of Release: Template for mutual release documentation
Agreement
Assets
Board
Business
Business Day
Completion
Completion Date
Confidential Information
Consideration
Costs
Data Protection Laws
Distribution Date
Effective Date
Encumbrance
Governmental Authority
Initial JV Agreement
Intellectual Property Rights
Joint Venture
JV Company
JV Territory
Law
Liabilities
License Agreement
Material Adverse Change
Original Parties
Parent Companies
Party/Parties
Regulatory Approvals
Relevant Period
Representatives
Reserved Matters
Shareholders
Surviving Provisions
Tax
Termination Date
Termination Notice
Third Party
Transaction Documents
Transfer
Transition Period
Transition Services
Working Capital
Asset Distribution
Liability Allocation
Intellectual Property Rights
Confidentiality
Non-Competition
Employee Transfer
Tax Matters
Release and Discharge
Indemnification
Warranties and Representations
Transition Services
Further Assurance
Costs and Expenses
Notices
Assignment
Third Party Rights
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Governing Law
Dispute Resolution
Jurisdiction
Counterparts
Survival of Obligations
Data Protection
Public Announcements
Competition Law Compliance
Manufacturing
Technology
Real Estate
Financial Services
Energy
Infrastructure
Telecommunications
Pharmaceutical
Construction
Mining
Retail
Healthcare
Automotive
Agriculture
Maritime
Legal
Finance
Operations
Corporate Development
Risk Management
Compliance
Human Resources
Strategy
Commercial
Business Development
Project Management
Asset Management
Corporate Secretariat
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Managing Director
Joint Venture Manager
Corporate Lawyer
Legal Counsel
Finance Director
Operations Director
Business Development Director
Risk Manager
Compliance Officer
Company Secretary
Commercial Director
Project Manager
Human Resources Director
Asset Manager
Strategy Director
Integration Manager
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