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The Joint Venture Memorandum of Understanding (MOU) is a crucial preliminary document used when two or more parties intend to form a business collaboration in Austria. It serves as a roadmap for negotiations and subsequent definitive agreements, typically employed during the early stages of joint venture discussions. The document, while generally non-binding, establishes the fundamental framework for the proposed collaboration, including ownership structure, management principles, and initial contributions. Under Austrian law, particular attention must be paid to compliance with the Austrian Civil Code (ABGB), Commercial Code (UGB), and relevant regulatory requirements. The MOU typically precedes more detailed agreements and due diligence processes, providing a structured foundation for the joint venture formation while maintaining flexibility for detailed negotiations. It is especially important in cross-border transactions where Austrian legal requirements need to be aligned with international business practices.

1. Parties: Identification of all parties entering into the MOU, including their legal names, registration details, and addresses

2. Background: Context of the proposed joint venture, including the parties' respective businesses and their reasons for collaboration

3. Definitions: Key terms used throughout the MOU defined for clarity and consistency

4. Purpose and Objectives: Clear statement of the joint venture's intended purpose and key objectives

5. Scope of Cooperation: Outline of the proposed business activities and geographical scope of the joint venture

6. Proposed Structure: Basic framework of how the joint venture will be structured, including proposed ownership percentages

7. Initial Contributions: Preliminary outline of what each party will contribute (capital, assets, intellectual property, etc.)

8. Management and Control: Basic principles of how the joint venture will be managed and key decisions made

9. Confidentiality: Obligations regarding the protection of confidential information exchanged during negotiations

10. Exclusivity: Agreement not to negotiate with other parties regarding similar ventures during a specified period

11. Timeline: Proposed schedule for due diligence, definitive agreement negotiation, and joint venture formation

12. Non-Binding Nature: Clear statement of which provisions are binding (typically confidentiality and exclusivity) and which are non-binding

13. Costs and Expenses: How costs related to the MOU and subsequent negotiations will be handled

14. Governing Law: Specification of Austrian law as the governing law and jurisdiction for disputes