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Joint Venture And Shareholders Agreement
"Need a Joint Venture And Shareholders Agreement under Singapore law for a technology joint venture between my Singapore-based software company and a Japanese technology firm, with equal shareholding and specific provisions for intellectual property sharing, targeting completion by March 2025."
1. Parties: Identification and details of all parties to the joint venture
2. Background: Context and purpose of the joint venture arrangement
3. Definitions: Key terms used throughout the agreement
4. Business of the Joint Venture: Scope and nature of the joint venture business
5. Capital Contributions: Initial and subsequent capital contributions by parties
6. Shareholding Structure: Distribution of shares and classes of shares
7. Management and Control: Governance structure, board composition, and voting rights
8. Transfer of Shares: Rules regarding share transfers and restrictions
1. Non-Competition: Restrictions on competing activities - used when parties operate in similar industries
2. Intellectual Property Rights: IP ownership and licensing arrangements - used when IP is significant to the venture
3. Deadlock Resolution: Procedures for resolving management deadlocks - particularly important in 50/50 joint ventures
4. Put and Call Options: Rights to buy out or sell shares - used when parties want exit flexibility
1. Business Plan: Detailed business strategy and projections
2. Initial Capital Contributions: Schedule of initial investments by each party
3. Shareholders' Information: Detailed information about shareholding structure
4. Reserved Matters: List of decisions requiring special approval
5. Form of Share Transfer Notice: Template for share transfer notifications
6. Key Performance Indicators: Metrics for measuring joint venture success
Authors
Agreement
Board
Business
Business Day
Business Plan
Call Option
Capital Contribution
Completion
Completion Date
Confidential Information
Control
Deadlock
Default Event
Director
Effective Date
Encumbrance
Fair Market Value
Financial Year
Group
Initial Capital
Intellectual Property Rights
Joint Venture Company
Key Performance Indicators
Material Adverse Change
Operating Budget
Parties
Put Option
Reserved Matters
Share Capital
Shareholder
Shareholder Loan
Shares
Singapore
Subscription Price
Tag-Along Rights
Territory
Third Party
Transfer
Valuation
Working Capital
Business of the Joint Venture
Capital Contributions
Share Capital and Shareholding
Completion
Board of Directors
Management
Shareholder Meetings
Reserved Matters
Business Plan and Budget
Funding Requirements
Distribution Policy
Transfer of Shares
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Deadlock Resolution
Non-Competition
Confidentiality
Intellectual Property Rights
Financial Matters and Accounting
Bank Accounts
Information Rights
Anti-Corruption and Compliance
Default
Termination
Exit Mechanisms
Representations and Warranties
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendments
Costs and Expenses
Third Party Rights
Counterparts
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