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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 purpose and objectives of the collaboration
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Formation of Joint Venture: Legal structure of the JV, registration requirements, and initial setup provisions
5. Contributions and Financing: Details of what each party will contribute (capital, assets, expertise) and financing arrangements
6. Development Project Scope: Detailed description of the development project, including objectives, timeline, and deliverables
7. Management and Control: Governance structure, decision-making processes, and management responsibilities
8. Rights and Obligations: Key responsibilities and rights of each party in the joint venture
9. Project Execution: Procedures for implementing the development project, including planning, permits, and construction
10. Profit and Loss Sharing: Distribution of profits and allocation of losses between parties
11. Reporting and Accountability: Requirements for financial reporting, project progress reporting, and accountability measures
12. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
13. Confidentiality: Protection of confidential information and trade secrets
14. Dispute Resolution: Procedures for resolving disputes between parties
15. General Provisions: Standard clauses including notices, amendments, governing law, and entire agreement
1. Intellectual Property Rights: Include when the JV involves creation or use of intellectual property, detailing ownership and licensing arrangements
2. Employment Matters: Include when the JV will have its own employees, covering hiring policies and employment terms
3. Environmental Compliance: Include for development projects with significant environmental impacts or requirements
4. Marketing and Branding: Include when the JV requires specific arrangements for marketing and brand usage
5. Insurance: Include detailed insurance requirements when project has significant risks or regulatory requirements
6. Bank Financing: Include when external financing is required, detailing loan arrangements and security
7. Competition Compliance: Include when parties are competitors or when activities might raise competition law concerns
8. Force Majeure: Include detailed force majeure provisions for high-risk or long-term development projects
1. Business Plan: Detailed business plan including market analysis, financial projections, and operational strategy
2. Development Plans and Specifications: Technical specifications, architectural plans, and development requirements
3. Capital Contributions Schedule: Detailed breakdown of each party's capital contributions and timing
4. Project Timeline: Detailed project milestones, deadlines, and critical path activities
5. Management Structure: Organizational chart and detailed governance procedures
6. Property Details: Legal descriptions of property, title documents, and relevant property rights
7. Required Permits and Licenses: List of required governmental approvals, permits, and licenses
8. Initial Budget: Detailed project budget including costs, contingencies, and cash flow projections
9. Service Level Agreements: Performance standards and service levels for various aspects of the project
10. Form of Shareholder Resolution: Template for shareholder resolutions and voting procedures
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