Joint Venture Letter Of Intent For Business Partnership Template for Philippines

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Key Requirements PROMPT example:

Joint Venture Letter Of Intent For Business Partnership

"I need a Joint Venture Letter Of Intent For Business Partnership between my Philippine tech startup and a Singapore-based AI company, with specific focus on IP protection and technology sharing arrangements, targeting to complete the final agreement by March 2025."

Document background
The Joint Venture Letter Of Intent For Business Partnership is a critical preliminary document used when two or more parties are exploring a potential business collaboration in the Philippines. It serves as a roadmap for negotiations and helps parties align their expectations before committing significant resources to due diligence and detailed agreements. This document type is particularly important in the Philippine context, where business relationships often combine local expertise with foreign investment, requiring careful consideration of ownership restrictions, regulatory requirements, and cultural business practices. The LOI typically includes proposed ownership structures, capital contributions, management arrangements, and timeline for completing the final joint venture agreement, while clearly stating which provisions are binding and non-binding under Philippine law.
Suggested Sections

1. Date and Parties: Identification of the date and all parties involved in the proposed joint venture, including their legal names, addresses, and company registration details

2. Background/Recitals: Brief description of each party's business and the context/purpose of the proposed joint venture

3. Definitions: Key terms used throughout the letter of intent

4. Purpose and Scope: Clear statement of the intended business purpose and scope of the proposed joint venture

5. Proposed Structure: Outline of the proposed legal structure of the joint venture and initial ownership percentages

6. Key Terms: Principal commercial terms including capital contributions, profit sharing, and management structure

7. Timeline: Proposed schedule for due diligence, negotiation, and completion of definitive agreements

8. Confidentiality: Binding provisions regarding the confidentiality of discussions and shared information

9. Exclusivity: Binding provisions regarding exclusive negotiations for a specified period

10. Non-Binding Nature: Clear statement that the LOI is non-binding except for specified provisions (typically confidentiality and exclusivity)

11. Governing Law: Specification of Philippine law as the governing law

12. Signatures: Execution block for all parties

Optional Sections

1. Break Fee: Provisions for compensation if either party withdraws from negotiations under specified circumstances

2. Conditions Precedent: Key conditions that must be met before proceeding with the final joint venture agreement

3. Costs and Expenses: Agreement on how costs related to the negotiation and formation will be handled

4. Regulatory Approvals: Include when the joint venture may require specific regulatory clearances

5. Intellectual Property: Initial framework for IP ownership and licensing if IP is a significant aspect of the venture

6. Non-Solicitation: Provisions preventing parties from soliciting each other's employees or clients

7. Press Releases: Guidelines for public announcements about the proposed venture

8. Dispute Resolution: Include when parties want to specify a particular approach to resolving disputes during the negotiation phase

Suggested Schedules

1. Initial Business Plan Overview: High-level summary of the proposed business plan and key objectives

2. Proposed Corporate Structure: Diagram or description of the intended corporate structure

3. Timeline and Key Milestones: Detailed schedule of proposed steps toward final agreement

4. Initial Capital Contributions: Preliminary list of assets, cash, or other resources to be contributed by each party

5. Key Personnel: List of key management positions and proposed appointments

6. Required Regulatory Approvals: List of necessary governmental or regulatory approvals needed

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate Development

Financial Services

Retail and Consumer Goods

Infrastructure

Energy and Utilities

Agriculture and Food Processing

Healthcare and Pharmaceuticals

Tourism and Hospitality

Mining and Natural Resources

Transportation and Logistics

Education and Training

Business Process Outsourcing

Telecommunications

Relevant Teams

Legal

Corporate Development

Finance

Strategy

Business Development

Executive Leadership

Operations

Mergers & Acquisitions

Commercial

Corporate Secretariat

Risk Management

Compliance

International Business

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

Corporate Development Director

Business Development Manager

Legal Counsel

Corporate Secretary

Investment Director

Strategy Director

Operations Director

Commercial Director

Partnership Manager

Merger & Acquisition Manager

Board Member

Executive Chairman

Country Manager

Regional Director

Chief Legal Officer

Chief Strategy Officer

Chief Operating Officer

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary law governing the establishment, organization, and regulation of private corporations in the Philippines. Essential for understanding the legal framework for forming a joint venture entity.
Civil Code of the Philippines (Republic Act No. 386): Contains fundamental provisions on contracts, obligations, and partnerships. Particularly relevant for the basic elements of contract formation and partnership agreements.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investments and ownership in Philippine businesses. Important if one party is a foreign entity, as it defines ownership restrictions and requirements.
Securities Regulation Code (Republic Act No. 8799): Relevant for regulatory compliance if the joint venture involves securities issuance or if either party is a publicly listed company.
Anti-Dummy Law (Commonwealth Act No. 108): Prohibits the circumvention of foreign ownership restrictions. Must be considered if the joint venture involves foreign participants.
Philippine Competition Act (Republic Act No. 10667): Ensures that the joint venture does not create anti-competitive effects in the market and complies with competition regulations.
Code of Corporate Governance: Provides guidelines for corporate governance practices, particularly important if the joint venture involves regulated entities or public companies.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Important for provisions regarding intellectual property rights sharing and protection in the joint venture arrangement.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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