The Wholesale Joint Venture Agreement is essential for businesses seeking to combine resources and expertise in wholesale operations under Dutch jurisdiction. This document is typically used when two or more companies wish to establish a cooperative wholesale business structure while maintaining their separate corporate identities. It is particularly relevant for companies looking to expand their market presence, share operational costs, or combine complementary strengths in the wholesale sector. The agreement must comply with Dutch corporate law and EU competition regulations, making it suitable for both domestic and cross-border ventures. It includes detailed provisions for governance, capital contributions, profit sharing, operational management, and exit strategies, while addressing specific requirements of the wholesale industry such as distribution networks, inventory management, and supply chain operations.
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1. Parties: Identification of the joint venture partners and their registered details
2. Background: Context of the joint venture and parties' intentions
3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement
4. Formation of Joint Venture: Legal structure, purpose, and scope of the joint venture
5. Capital Contributions: Initial and subsequent capital contributions by each party
6. Ownership and Shareholding: Distribution of shares/ownership interests and related rights
7. Management and Governance: Board structure, voting rights, and decision-making processes
8. Business Operations: Day-to-day management, business plan, and operational procedures
9. Financial Matters: Accounting, distributions, and financial reporting requirements
10. Competition and Territory: Geographic scope and non-compete provisions
11. Intellectual Property: IP ownership, licenses, and usage rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Transfer Restrictions: Limitations on transfer of interests and pre-emptive rights
14. Term and Termination: Duration, termination events, and consequences
15. Dispute Resolution: Procedure for resolving disputes including jurisdiction and governing law
16. General Provisions: Standard boilerplate clauses including notices and amendments
1. Employee Matters: Required if the JV will have employees - covers employment terms, transfers, and policies
2. Real Estate: Required if the JV will own or lease property - covers property rights and obligations
3. Environmental Compliance: Required for JVs in industries with environmental impact - covers environmental obligations
4. Supply Arrangements: Required if parties will supply goods/services to the JV - covers supply terms
5. Distribution Rights: Required if JV involves distribution arrangements - covers distribution terms and territories
6. Technology License: Required if technology transfer is involved - covers technology licensing terms
7. Parent Company Guarantees: Required if parent company guarantees are needed - covers guarantee terms
8. Regulatory Compliance: Required for heavily regulated industries - covers specific regulatory requirements
1. Business Plan: Detailed business plan including market analysis and financial projections
2. Capital Contributions Schedule: Detailed breakdown of initial and committed capital contributions
3. Shareholders Agreement: Detailed shareholders' rights and obligations
4. Management Structure: Organizational chart and management responsibilities
5. IP Register: List of intellectual property rights and ownership
6. Territory Map: Geographical territories for operations and non-compete obligations
7. Reserved Matters: List of decisions requiring special approval
8. Initial Budget: Detailed budget for first operational period
9. Service Level Agreements: Performance standards for services provided to/by the JV
10. Transfer Pricing Policy: Guidelines for pricing of intercompany transactions
11. Form of Shareholder Loan Agreement: Template for any shareholder loans to the JV
12. Technical Specifications: Technical requirements for products or services
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