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International Joint Venture Contract
"Need an International Joint Venture Contract under Singapore law for a collaboration between our US-based technology company and a local Singapore manufacturer, with specific provisions for IP protection and technology transfer, planned to commence in March 2025."
1. Parties: Identification and details of all joint venture parties, including registered addresses and company registration numbers
2. Background: Context of the joint venture, including business objectives and rationale for collaboration
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Joint Venture Structure: Legal structure, ownership percentages, and capital contributions
5. Management and Control: Governance structure, board composition, voting rights, and decision-making processes
6. Financial Provisions: Capital contributions, funding mechanisms, profit sharing, and dividend policy
7. Business Operations: Scope of business activities, operational responsibilities, and territory restrictions
8. Term and Termination: Duration of the joint venture and circumstances for termination
9. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
1. Non-Competition: Restrictions on competing activities and markets between the joint venture parties
2. Technology Transfer: Terms and conditions for sharing, using, and protecting technology and know-how between parties
3. Export Controls: Compliance requirements with international export regulations and trade controls
4. Environmental Compliance: Environmental obligations, standards, and compliance requirements for joint venture operations
1. Business Plan: Detailed business strategy and implementation plan for the joint venture
2. Capital Contribution Schedule: Breakdown of initial and future capital contributions from each party
3. Assets Schedule: Comprehensive list of assets contributed by each party to the joint venture
4. IP Rights Schedule: Details of intellectual property rights, ownership, and usage terms
5. Management Structure: Organizational chart and detailed management responsibilities
6. Key Performance Indicators: Agreed performance metrics and targets for the joint venture
7. Transfer Pricing Agreement: Guidelines and procedures for internal pricing between joint venture parties
8. Compliance Procedures: Detailed compliance requirements and procedures under Singapore law
Authors
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Confidential Information
Control
Directors
Effective Date
Encumbrance
Event of Default
Financial Year
Force Majeure
Governmental Authority
Intellectual Property Rights
Joint Venture
Joint Venture Company
Key Performance Indicators
Laws
License
Material Adverse Change
Member
Operating Costs
Parties
Permitted Transferee
Pre-emptive Rights
Reserved Matters
Shareholders
Shareholders' Agreement
Share Capital
Shares
Singapore
Subsidiary
Tag-Along Rights
Technology
Term
Territory
Third Party
Transfer
Voting Rights
Formation of Joint Venture
Business Scope
Capital Contributions
Share Subscription
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Composition
Management Structure
Reserved Matters
Shareholder Meetings
Business Planning
Funding Requirements
Distribution Policy
Financial Matters
Accounting and Audit
Intellectual Property Rights
Technology Transfer
Non-Competition
Non-Solicitation
Confidentiality
Information Rights
Anti-Corruption Compliance
Environmental Compliance
Force Majeure
Default
Deadlock Resolution
Term and Termination
Exit Mechanisms
Valuation
Buy-Out Rights
Representations and Warranties
Indemnification
Insurance
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendments
Costs and Expenses
Third Party Rights
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