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Contractual Joint Venture Agreement
"Need a Contractual Joint Venture Agreement under Singapore law for a technology development partnership between our Singapore-based software company and a Japanese tech firm, with specific provisions for IP sharing and a planned commencement date of 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. Scope and Objectives: Detailed description of JV's purpose and activities
5. Contributions: Capital, assets, resources contributed by each party
6. Management and Control: Governance structure and decision-making processes
7. Profit Sharing: Distribution of profits and losses
8. Term and Termination: Duration and conditions for ending the JV
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
10. Confidentiality: Protection of confidential information shared between parties
1. Non-Competition: Restrictions on competing activities when parties operate in similar markets
2. Intellectual Property Rights: IP ownership and licensing arrangements for JVs involving intellectual property
3. Employment Matters: Staff arrangements and policies when JV will have employees
4. Technology Transfer: Terms for sharing technical knowledge in technology-focused JVs
5. Data Protection: Compliance with PDPA and data handling procedures when personal data is processed
6. Force Majeure: Provisions for unforeseen circumstances preventing performance
1. Schedule 1 - Business Plan: Detailed operational and financial projections
2. Schedule 2 - Asset Schedule: List of assets contributed by each party
3. Schedule 3 - Management Structure: Organizational chart and roles
4. Schedule 4 - Initial Budget: First-year financial planning
5. Schedule 5 - KPIs: Performance metrics and targets
6. Schedule 6 - Deed of Adherence: Template for new parties joining the JV
Authors
Business
Business Day
Business Plan
Commencement Date
Confidential Information
Contributions
Default Event
Effective Date
Force Majeure
Initial Capital
Intellectual Property Rights
Joint Venture
Management Committee
Net Profits
Operating Costs
Parties
Project
Related Corporation
Reserved Matters
SGD
Singapore
Term
Territory
Third Party
Transfer
Venture Assets
Working Capital
Formation of Joint Venture
Business of Joint Venture
Duration and Term
Capital Contributions
Additional Funding
Management and Control
Decision Making
Reserved Matters
Profit Distribution
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Force Majeure
Default
Termination
Exit Provisions
Transfer Restrictions
Deadlock Resolution
Dispute Resolution
Governing Law
Notices
Assignment
Costs and Expenses
Entire Agreement
Severability
Amendments
Further Assurance
Third Party Rights
Data Protection
Anti-Corruption
Insurance
Bank Accounts
Accounting and Records
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