Joint Venture Management Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Joint Venture Management Agreement

"I need a Joint Venture Management Agreement for a manufacturing joint venture between our Saudi-based company and a German industrial partner, with specific provisions for technology transfer and technical training, planned to commence operations in March 2025."

Document background
The Joint Venture Management Agreement is a crucial document used when two or more parties wish to establish and manage a joint business venture in Saudi Arabia. It becomes necessary when partners seek to formalize their collaboration while ensuring compliance with Saudi Companies Law, foreign investment regulations, and Sharia principles. The agreement typically follows the formation of a joint venture company and provides detailed provisions for its management, including board composition, shareholder rights, operational control, profit distribution, and exit mechanisms. This document is particularly important in the Saudi Arabian context due to specific local regulatory requirements, including foreign investment restrictions, Saudization requirements, and the need for various governmental approvals. It serves as the primary reference document for resolving management issues and governing the ongoing relationship between joint venture partners.
Suggested Sections

1. Parties: Identification of the joint venture partners, including full legal names, registration details, and addresses

2. Background: Context of the joint venture formation, including business objectives and partner contributions

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Formation of Joint Venture: Details of the joint venture entity, including legal structure, name, and registration requirements

5. Capital Structure: Initial capital contributions, shareholding ratios, and future funding arrangements

6. Management Structure: Composition and powers of the board of directors, management team, and key positions

7. Decision Making: Voting rights, reserved matters, and decision-making processes for different types of decisions

8. Business Operations: Day-to-day management, operational procedures, and business planning

9. Financial Matters: Financial management, accounting principles, dividends policy, and reporting requirements

10. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competitive activities by partners

13. Term and Termination: Duration of the agreement and grounds for termination

14. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Sharia Compliance: Specific provisions ensuring compliance with Islamic law principles, required when the joint venture involves Islamic financing or specific Sharia-compliant activities

2. Intellectual Property Rights: Provisions governing IP ownership and licensing, needed when the JV involves significant IP assets

3. Employee Matters: Specific provisions regarding employment policies and Saudization requirements, required for JVs with significant workforce

4. Technical Services: Terms for technical support or knowledge transfer, needed when one partner provides technical expertise

5. Export Controls: Compliance with export regulations, required for JVs involved in international trade

6. Government Approvals: Specific provisions regarding required governmental approvals, needed for regulated industries

7. Environmental Compliance: Environmental protection measures, required for industrial or manufacturing JVs

Suggested Schedules

1. Schedule 1 - Business Plan: Detailed business plan including market analysis, financial projections, and operational strategy

2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuation of non-cash contributions

3. Schedule 3 - Reserved Matters: List of decisions requiring special approval mechanisms

4. Schedule 4 - Key Performance Indicators: Specific performance metrics and targets for the joint venture

5. Schedule 5 - Management Structure Chart: Organizational chart and reporting lines

6. Schedule 6 - Technical Services Scope: Detailed scope of technical services to be provided by any partner

7. Schedule 7 - Shareholder Information: Detailed information about each shareholder, including ownership structure

8. Appendix A - Articles of Association: Draft articles of association compliant with Saudi Companies Law

9. Appendix B - Required Governmental Approvals: List of all required regulatory and governmental approvals

10. Appendix C - Form of Shareholders' Resolution: Template for shareholder resolutions

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

Oil & Gas

Manufacturing

Technology

Construction

Healthcare

Renewable Energy

Mining

Real Estate Development

Financial Services

Telecommunications

Retail

Tourism & Hospitality

Education

Transportation & Logistics

Agriculture

Relevant Teams

Legal

Corporate Development

Finance

Compliance

Operations

Strategy

Risk Management

Commercial

Business Development

Board Secretariat

Investment

Corporate Governance

International Business

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Corporate Development Director

Business Development Manager

Chief Financial Officer

Board Member

Compliance Officer

Operations Director

Investment Manager

Strategy Director

Joint Venture Manager

Commercial Director

Risk Manager

Industries
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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