The Incorporated Joint Venture Agreement is a crucial document used when two or more parties wish to establish a new corporate entity in Malaysia to pursue a business venture together. This agreement is particularly relevant in the Malaysian context where joint ventures often serve as a vehicle for foreign investment and local partnership, subject to the Companies Act 2016 and various sector-specific regulations. The document comprehensively addresses formation, governance, operations, and exit mechanisms, while incorporating necessary provisions to comply with Malaysian foreign investment restrictions and regulatory requirements. It's commonly used for large-scale projects, industry collaborations, or when parties seek to combine complementary capabilities under a formal corporate structure with clear shareholding arrangements and management protocols.
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1. Parties: Identification of the joint venture parties with full legal names and registration details
2. Background: Context of the joint venture formation, including business objectives and parties' intentions
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Joint Venture Formation: Details of the new entity formation, including name, registered office, and business objectives
5. Capital Structure and Funding: Share capital, initial contributions, funding mechanisms, and capital calls
6. Shareholding and Share Transfer Restrictions: Ownership structure, share classes, and restrictions on transfer of shares
7. Management and Governance: Board composition, voting rights, reserved matters, and management structure
8. Business Plan and Operations: Initial business plan, operational guidelines, and decision-making processes
9. Financial Matters: Financial management, dividend policy, accounts, and audit requirements
10. Representations and Warranties: Statements and assurances from each party regarding their capacity and authority
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition and Non-Solicitation: Restrictions on competing activities and poaching of employees/customers
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Exit Mechanisms: Procedures for party exit including put/call options, drag-along and tag-along rights
15. Dispute Resolution: Process for resolving disputes including mediation and arbitration procedures
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Used when the JV involves significant IP contributions or development - covers ownership, licensing, and protection of IP
2. Employment Matters: Required when the JV will have significant employment operations or transfer of employees
3. Environmental Compliance: Necessary for JVs in industries with environmental impact considerations
4. Technology Transfer: Include when the JV involves transfer of technical knowledge or technology between parties
5. Foreign Investment Provisions: Required when involving foreign investors and compliance with FIC guidelines
6. Marketing and Branding: Include when the JV involves use of existing brands or creation of new ones
7. Insurance: Detailed insurance requirements when the JV operations have significant risk exposure
8. Government Approvals: Required when the JV requires specific regulatory approvals or licenses
1. Schedule 1 - Initial Business Plan: Detailed business plan including market analysis, financial projections, and operational strategy
2. Schedule 2 - Capital Contributions: Detailed breakdown of each party's initial and committed capital contributions
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Key Performance Indicators: Specific performance metrics and targets for the joint venture
5. Schedule 5 - Initial Board Members: List of initial directors and their alternates
6. Schedule 6 - Deed of Adherence: Template deed for new shareholders joining the joint venture
7. Schedule 7 - Property and Assets: List of assets contributed to or acquired by the joint venture
8. Schedule 8 - Form of Shareholders' Resolution: Template for written shareholders' resolutions
9. Appendix A - Company Constitution: Constitution of the joint venture company compliant with Companies Act 2016
10. Appendix B - Related Agreements: List and copies of associated agreements (licensing, service agreements, etc.)
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