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Joint Venture Agreement For Development Of Land
"I need a Joint Venture Agreement For Development Of Land under Philippine law for a partnership between our local company and a Singapore-based investor to develop a 5-hectare mixed-use commercial complex in Makati City, with construction planned to start in March 2025."
1. Parties: Identification of the joint venture partners, including complete legal names and addresses
2. Background: Context of the joint venture, including brief description of the land and development objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation of Joint Venture: Terms establishing the joint venture, including name, purpose, and duration
5. Land Contribution: Details of the land being contributed to the joint venture, including legal description and valuation
6. Capital Contributions: Financial and other contributions required from each party
7. Ownership and Profit Sharing: Distribution of ownership interests and mechanism for profit sharing
8. Management and Control: Governance structure, decision-making processes, and voting rights
9. Development Plan: Overview of the development project, including timelines and milestones
10. Responsibilities of Parties: Specific obligations and duties of each party
11. Financing: Arrangements for project financing, including additional capital calls
12. Distribution Policy: Rules governing the distribution of profits and losses
13. Transfer Restrictions: Limitations on transfer of interests and right of first refusal provisions
14. Events of Default: Actions or omissions constituting default and consequences
15. Termination: Circumstances and procedures for terminating the joint venture
16. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
17. Governing Law: Specification of Philippine law as governing law and jurisdiction
18. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Environmental Compliance: Detailed environmental obligations when the project requires specific environmental permits or compliance
2. Indigenous Peoples Rights: Required when the land development affects areas with indigenous peoples' rights
3. Foreign Ownership Compliance: Necessary when one party is foreign-owned, addressing compliance with Philippine foreign ownership restrictions
4. Marketing and Branding: When the parties wish to specify detailed marketing arrangements for the development
5. Property Management: Post-development management arrangements if the project includes ongoing property management
6. Development Phasing: For large projects that will be developed in multiple phases
7. Community Relations: Programs and obligations related to community engagement and social responsibility
8. Force Majeure: Detailed provisions for handling unforeseen circumstances and natural disasters
1. Schedule 1 - Land Title and Description: Detailed legal description of the land, including title information and surveys
2. Schedule 2 - Development Plans: Detailed architectural plans, drawings, and specifications
3. Schedule 3 - Project Timeline: Detailed construction and development schedule with milestones
4. Schedule 4 - Capital Contribution Schedule: Detailed breakdown of each party's capital contributions and timing
5. Schedule 5 - Pro Forma Financial Projections: Financial projections and feasibility studies
6. Schedule 6 - Required Permits and Licenses: List of all required governmental approvals and status
7. Schedule 7 - Management Structure: Detailed organizational chart and management procedures
8. Schedule 8 - Environmental Impact Assessment: Environmental studies and mitigation measures
9. Appendix A - Form of Shareholder Resolution: Template for shareholder resolutions
10. Appendix B - Development Standards: Detailed quality and construction standards to be followed
11. Appendix C - Marketing Plan: Detailed marketing strategy and budget if applicable
Authors
Applicable Law
Approved Development Plan
Board
Business Day
Capital Account
Capital Contribution
Commencement Date
Completion Date
Confidential Information
Construction Schedule
Default Event
Development Costs
Development Period
Development Plan
Development Rights
Effective Date
Environmental Laws
Environmental Permits
Force Majeure Event
Governmental Authority
Initial Capital Contribution
Interest
Joint Venture
Joint Venture Company
Land
Land Owner
Land Title
Management Committee
Material Adverse Effect
Member
Ownership Interest
Parties
Partnership Interest
Permits
Project
Project Account
Project Manager
Property
Required Approvals
Sales Revenue
Security Interest
Shareholders Agreement
Substantial Completion
Transfer
Zoning Laws
Capital Contribution
Land Transfer
Development Rights
Management and Control
Decision Making
Profit Sharing
Loss Allocation
Development Obligations
Construction Requirements
Environmental Compliance
Permits and Licenses
Financial Arrangements
Bank Accounts
Distribution Policy
Transfer Restrictions
Right of First Refusal
Put and Call Options
Confidentiality
Intellectual Property
Insurance
Force Majeure
Termination
Default
Remedies
Indemnification
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Competition and Non-Compete
Warranties and Representations
Tax Matters
Labor and Employment
Health and Safety
Community Relations
Anti-Corruption
Foreign Ownership Compliance
Real Estate
Construction
Property Development
Urban Planning
Architecture
Infrastructure
Commercial Property
Residential Property
Mixed-use Development
Investment
Banking and Finance
Environmental Services
Legal
Real Estate
Corporate Development
Finance
Project Management
Business Development
Construction Management
Environmental Compliance
Property Development
Investment
Corporate Governance
Risk Management
Chief Executive Officer
Chief Financial Officer
Real Estate Development Director
Project Manager
Legal Counsel
Property Development Manager
Investment Manager
Construction Manager
Land Acquisition Manager
Corporate Secretary
Business Development Director
Environmental Compliance Officer
Urban Planning Director
Finance Director
Joint Venture Manager
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