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1. Parties: Identifies and provides full details of all parties entering into the joint venture agreement
2. Background: Sets out the context and purpose of the joint venture, including the parties' intentions and objectives
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Formation of Joint Venture: Details the legal structure of the joint venture and initial steps for its establishment
5. Capital Contributions: Specifies the initial and any subsequent capital contributions required from each party
6. Ownership and Profit Sharing: Establishes the ownership percentages and how profits/losses will be distributed
7. Management and Control: Outlines the management structure, decision-making processes, and voting rights
8. Rights and Obligations of Partners: Details the specific rights and responsibilities of each joint venture partner
9. Business Operations: Describes how the joint venture will conduct its business activities
10. Financial Matters: Covers accounting practices, financial reporting, and banking arrangements
11. Transfer of Interests: Regulates how partners can transfer their interests in the joint venture
12. Confidentiality: Establishes obligations regarding confidential information
13. Non-Competition: Sets out restrictions on competitive activities by the partners
14. Term and Termination: Specifies the duration of the agreement and circumstances for termination
15. Dispute Resolution: Establishes procedures for resolving disputes between partners
16. Governing Law and Jurisdiction: Specifies Maltese law as governing law and establishes jurisdiction
1. Intellectual Property Rights: Include when the joint venture involves creation or use of intellectual property
2. Employment Matters: Include when the joint venture will have employees
3. Insurance: Include when specific insurance requirements need to be maintained
4. Environmental Compliance: Include for joint ventures in industries with environmental impacts
5. Data Protection: Include when the joint venture will process personal data
6. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
7. Anti-Corruption Compliance: Include for international joint ventures or when dealing with public sector
8. Exit Strategy: Include detailed exit provisions for complex joint ventures
9. Deadlock Resolution: Include for 50/50 joint ventures or where specific deadlock concerns exist
1. Business Plan: Detailed business plan including objectives, strategies, and financial projections
2. Capital Contributions Schedule: Detailed breakdown of each partner's capital contributions, including timing and nature
3. Property Schedule: List of properties, assets, or equipment contributed to or owned by the joint venture
4. Intellectual Property Rights: Details of IP rights owned by or licensed to the joint venture
5. Management Structure: Detailed organizational chart and management procedures
6. Reserved Matters: List of decisions requiring special approval or unanimous consent
7. Initial Budget: Detailed budget for the first operational period
8. Service Level Agreements: Details of services to be provided by either party to the joint venture
9. Key Personnel: Details of key employees or management staff
10. Completion Requirements: Checklist of items required for completion of the joint venture formation
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