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1. Parties: Identification and details of the JV partners
2. Background: Context of the JV formation and parties' intentions
3. Definitions: Defined terms used throughout the agreement
4. Formation of Joint Venture: Legal structure, name, and registration details of the JV
5. Capital Contribution: Initial and subsequent capital contributions by each party
6. Business of the Joint Venture: Scope and nature of JV business activities
7. Management Structure: Board composition, voting rights, and decision-making processes
8. Transfer of Shares: Restrictions and procedures for share transfers
9. Financial Matters: Financial management, accounting principles, and dividend policy
10. Deadlock Resolution: Procedures for resolving management deadlocks
11. Term and Termination: Duration of JV and grounds for termination
12. Confidentiality: Protection of confidential information
13. Non-Compete: Restrictions on competing activities
14. Dispute Resolution: Mechanism for resolving disputes
15. General Provisions: Standard boilerplate clauses
1. Intellectual Property Rights: Required when JV involves creation or use of IP
2. Technology Transfer: Needed when one party is contributing technical knowledge
3. Foreign Investment Compliance: Required for JVs with foreign partners
4. Employee Matters: Necessary when JV will have significant employment operations
5. Environmental Compliance: Required for JVs in industries with environmental impact
6. Export Controls: Needed for JVs involved in international trade
7. Government Approvals: Required for regulated industries
8. Brand Usage: Needed when JV will use existing brands of partners
1. Business Plan: Detailed business strategy and projections
2. Capital Contribution Schedule: Breakdown of each party's contributions
3. Board Reserved Matters: List of decisions requiring board approval
4. Shareholder Reserved Matters: List of decisions requiring shareholder approval
5. Initial Officers: List of initial management team
6. Assets Schedule: List of assets contributed by each party
7. Intellectual Property: Details of IP rights and licenses
8. Form of Share Certificate: Template for share certificates
9. Technical Services Agreement: Terms of technical support if applicable
10. Key Performance Indicators: Agreed performance metrics for the JV
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