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1. Parties: Identification and details of all parties entering into the joint venture agreement
2. Background: Context of the joint venture, including the business rationale and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Joint Venture Structure: Legal structure of the JV (company/partnership), ownership percentages, and capital contribution details
5. Business Scope: Detailed description of the joint venture's business activities and territorial scope
6. Capital and Funding: Initial capital requirements, funding mechanisms, and future capital calls
7. Management and Control: Governance structure, board composition, voting rights, and decision-making processes
8. Rights and Obligations: Responsibilities and commitments of each party to the joint venture
9. Profit Sharing and Distributions: Framework for sharing profits, losses, and distribution policies
10. Transfer of Shares: Rules regarding share transfers, right of first refusal, and tag-along/drag-along rights
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Protection of confidential information and trade secrets
13. Non-Compete: Restrictions on competitive activities during and after the joint venture
14. Dispute Resolution: Mechanisms for resolving disputes, including arbitration procedures
15. Governing Law: Specification of Indian law as the governing law and jurisdiction
16. General Provisions: Standard clauses including notices, amendments, and severability
1. Foreign Investment Compliance: Required when the joint venture involves foreign partners, detailing compliance with FEMA and FDI regulations
2. Intellectual Property Rights: Detailed when significant IP is involved, covering ownership, licensing, and protection of IP
3. Technology Transfer: Necessary when the joint venture involves transfer of technology between parties
4. Employment Matters: Required when the JV involves significant employee transfers or specific employment arrangements
5. Environmental Compliance: Important for joint ventures in industries with environmental impact
6. Anti-Corruption Compliance: Necessary for international joint ventures or when dealing with government contracts
7. Exit Strategy: Detailed mechanisms for party exit, including buy-out provisions and valuation methods
8. Force Majeure: Detailed provisions for handling unforeseen circumstances affecting the joint venture
9. Insurance: Specific insurance requirements and obligations for the joint venture
10. Competition Compliance: Required when the joint venture might have market competition implications
1. Schedule 1 - Business Plan: Detailed business plan including market analysis, financial projections, and operational strategy
2. Schedule 2 - Capital Contributions: Detailed breakdown of initial and committed capital contributions from each party
3. Schedule 3 - Assets and Properties: List of assets, properties, and resources to be contributed to the joint venture
4. Schedule 4 - Shareholding Structure: Detailed shareholding pattern and share class rights
5. Schedule 5 - Key Personnel: Details of key management positions and initial appointments
6. Schedule 6 - Reserved Matters: List of decisions requiring special majority or unanimous consent
7. Schedule 7 - Intellectual Property: Inventory of IP rights being contributed or licensed to the joint venture
8. Schedule 8 - Technical Specifications: Technical details and specifications for products or services
9. Schedule 9 - Service Level Agreements: Detailed service levels and performance metrics
10. Appendix A - Compliance Checklist: Regulatory and statutory compliance requirements
11. Appendix B - Corporate Authorizations: Copies of corporate authorizations and board resolutions
Agreement
Board
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Completion
Confidential Information
Control
Deed of Adherence
Directors
Effective Date
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Fair Market Value
Financial Year
Force Majeure Event
Governmental Authority
Group
Holding Company
Indian GAAP
Initial Business Plan
Intellectual Property Rights
Joint Venture Company
Key Personnel
Material Adverse Effect
Operating Committee
Parent Company
Parties
Reserved Matters
Shareholders
Shares
Subsidiary
Tag Along Right
Territory
Third Party
Transfer
Valuation
Working Capital
Formation of Joint Venture
Business Scope
Capital Structure
Funding Obligations
Share Subscription
Board Composition
Management Rights
Shareholder Rights
Voting Rights
Reserved Matters
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Capital Calls
Profit Distribution
Dividend Policy
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Technology Transfer
Representations and Warranties
Covenants
Corporate Governance
Decision Making
Deadlock Resolution
Default Events
Exit Rights
Put Option
Call Option
Term and Termination
Force Majeure
Indemnification
Assignment
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Manufacturing
Information Technology
Pharmaceuticals
Automotive
Real Estate
Telecommunications
Financial Services
Energy and Resources
Infrastructure
E-commerce
Healthcare
Education
Agriculture
Retail
Hospitality
Legal
Corporate Strategy
Finance
Business Development
Operations
Compliance
Risk Management
Corporate Affairs
International Business
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Business Development Director
Corporate Strategy Manager
Legal Counsel
Company Secretary
Finance Director
Operations Director
Investment Manager
Partnership Manager
Compliance Officer
Risk Manager
Board Members
Joint Venture Manager
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