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Jv Term Sheet
"I need a JV Term Sheet for a proposed joint venture between our Australian tech company and an Indonesian e-commerce company, where we'll contribute our SaaS platform and they'll provide local market access and operations, targeting completion by March 2025."
1. Parties: Details of the proposed JV partners including full legal names and jurisdiction of incorporation
2. Background: Brief description of the parties and their intention to establish a joint venture
3. Definitions: Key terms used throughout the term sheet
4. JV Company Structure: Proposed legal form, name, and jurisdiction of the JV company
5. Business Scope: Defined scope of JV company's business activities and any territorial restrictions
6. Capital Structure: Initial capitalization, shareholding percentages, and funding commitments
7. Governance: Board composition, voting rights, and reserved matters
8. Regulatory Approvals: Required governmental and regulatory approvals under Indonesian law
9. Timeline: Expected timeline for JV formation and key milestones
10. Confidentiality: Confidentiality obligations regarding the proposed transaction
11. Exclusivity: Period during which parties agree not to negotiate with other potential partners
12. Costs: Allocation of costs related to JV formation
13. Binding Effect: Specification of which terms are binding and non-binding
1. Initial Business Plan: High-level business plan overview - included when initial operations are well-defined
2. Technology and IP Rights: Terms regarding IP contributions and licensing - included when IP is central to the JV
3. Non-Compete: Restrictions on competing activities - included when parties operate in similar markets
4. Dead Lock Resolution: Mechanism for resolving board or shareholder deadlocks - included for 50/50 JVs
5. Exit Mechanisms: Preliminary terms for exit options - included for JVs with planned exit timeline
6. Employment Matters: Key personnel and secondment arrangements - included when specific expertise is crucial
7. Related Party Transactions: Framework for agreements between JV and partners - included when significant ongoing relationships anticipated
1. Initial Shareholding Structure: Detailed breakdown of shareholding percentages and share classes
2. List of Required Approvals: Comprehensive list of regulatory and third-party approvals needed
3. Reserved Matters: Detailed list of matters requiring special approval
4. Initial Capital Contributions: Schedule of initial contributions (cash, assets, IP) by each party
5. Key Commercial Terms: Summary of main commercial terms to be included in definitive agreements
Authors
Manufacturing
Technology
Mining and Natural Resources
Infrastructure
Financial Services
E-commerce
Healthcare
Agriculture
Telecommunications
Retail and Consumer Goods
Energy
Transportation and Logistics
Education
Property and Real Estate
Legal
Corporate Development
Strategy
Finance
Business Development
Mergers & Acquisitions
Investment
International Operations
Regulatory Compliance
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Head of Corporate Development
Head of Business Development
Investment Director
Managing Director
Corporate Secretary
Legal Counsel
Investment Manager
Business Development Manager
Strategy Director
Joint Venture Manager
Corporate Development Manager
Mergers & Acquisitions Director
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