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50 50 Joint Venture Agreement
"Need a 50-50 Joint Venture Agreement under Singapore law for a technology manufacturing partnership with a Japanese company, including specific provisions for intellectual property sharing and export controls, to be effective from March 2025."
1. Parties: Identification and details of the JV partners
2. Background: Context and purpose of the joint venture
3. Definitions: Key terms used throughout the agreement
4. Business of the Joint Venture: Scope and nature of the JV business
5. Capital Contributions: Initial and subsequent funding commitments
6. Management Structure: Governance and decision-making framework
7. Board of Directors: Composition, appointment, removal and powers of the board
8. Shareholders Meetings: Procedures for shareholder meetings and voting rights
9. Finance and Dividends: Financial management and profit distribution policies
10. Transfer of Shares: Rules regarding share transfers and restrictions
11. Term and Termination: Duration of the agreement and termination provisions
12. Confidentiality: Protection of confidential information
13. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
1. Non-Competition: Restrictions on competing activities and non-compete obligations
2. Intellectual Property Rights: Ownership and licensing of IP developed within the JV
3. Foreign Investment Provisions: Specific provisions related to foreign ownership and compliance
4. Employment Matters: Key personnel and employment policies
5. Force Majeure: Provisions for unforeseen circumstances affecting the JV
6. Environmental Compliance: Environmental obligations and compliance requirements
1. Business Plan: Detailed operational and financial projections
2. Capital Contribution Schedule: Detailed breakdown of initial and future contributions
3. Management Structure Chart: Organizational structure and reporting lines
4. Reserved Matters: List of decisions requiring special approval
5. Key Performance Indicators: Agreed metrics for measuring JV performance
6. Initial Assets: List of assets to be transferred to the JV
7. Shareholders Agreement Terms: Key terms of the accompanying shareholders agreement
Authors
Agreement
Board
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Confidential Information
Constitution
Deadlock
Directors
Effective Date
Encumbrance
Event of Default
Fair Market Value
Financial Year
Force Majeure Event
Initial Capital
Intellectual Property Rights
Joint Venture Company
JV Shares
Key Performance Indicators
Management Committee
Material Adverse Change
Party
Parties
Reserved Matters
Shareholders
Share Capital
Singapore
Subsidiary
Tag-Along Rights
Territory
Transfer
Valuation
Working Capital
Formation of Joint Venture
Business of the Joint Venture
Capital Contributions
Share Capital and Shareholding
Board Composition
Management and Control
Reserved Matters
Shareholder Meetings
Business Plan and Budget
Funding Requirements
Distribution Policy
Transfer of Shares
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Intellectual Property Rights
Deadlock Resolution
Events of Default
Termination
Exit Mechanisms
Force Majeure
Anti-corruption and Compliance
Representations and Warranties
Indemnification
Dispute Resolution
Governing Law
Assignment
Notices
Costs and Expenses
General Provisions
Entire Agreement
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