1. Parties: Identification of all shareholders and the joint venture company, including their complete legal names, addresses, and registration details
2. Background: Context of the joint venture formation, business objectives, and relationship between the parties
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Formation and Business of the Company: Details of company formation, business scope, and objectives of the joint venture
5. Capital Structure and Funding: Share capital structure, initial contributions, and future funding obligations
6. Issuance of Shares: Procedures for share issuance, payment terms, and share certificates
7. Corporate Governance: Board composition, appointment rights, voting requirements, and management structure
8. Shareholders' Rights and Obligations: Voting rights, dividend rights, and general obligations of shareholders
9. Transfer of Shares: Restrictions on transfer, right of first refusal, tag-along and drag-along rights
10. Reserved Matters: List of decisions requiring special majority or unanimous consent
11. Financial Matters and Distributions: Financial reporting, audit rights, dividend policy, and distribution rules
12. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Exit Provisions: Mechanisms for shareholders to exit the joint venture
15. Confidentiality: Protection of confidential information and trade secrets
16. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation
17. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
