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1. Parties: Identification of the joint venture partners, including full legal names and addresses
2. Background: Context of the joint venture formation and brief description of each party's business
3. Definitions: Key terms used throughout the agreement
4. Formation of Joint Venture: Establishment of the joint venture, including business name, form, and purpose
5. Contributions: Details of capital, assets, or services to be contributed by each party
6. Ownership and Profit Sharing: Specification of ownership percentages and profit distribution mechanism
7. Management and Control: Governance structure, voting rights, and decision-making processes
8. Operations: Day-to-day management responsibilities and operational procedures
9. Financial Matters: Banking, accounting, auditing, and financial reporting requirements
10. Term and Termination: Duration of the joint venture and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Non-Competition: Restrictions on parties competing with the joint venture, used when protecting market position is crucial
2. Intellectual Property Rights: IP ownership and licensing arrangements, needed when IP is significant to the venture
3. Employment Matters: Staff transfer or hiring policies, required when the JV will have employees
4. Insurance: Required insurance coverage, important for high-risk ventures
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in uncertain markets
6. Anti-Corruption Compliance: Anti-bribery and corruption provisions, essential for international ventures
7. Exit Strategy: Detailed procedures for party exit, buy-out options, or sale of interests
8. Technology Transfer: Terms for technology sharing and transfer, relevant for technical joint ventures
1. Schedule 1 - Initial Contributions: Detailed list of each party's initial contributions including valuations
2. Schedule 2 - Business Plan: Initial business plan and strategic objectives
3. Schedule 3 - Management Structure: Organizational chart and key personnel
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval
5. Schedule 5 - Capital Commitment: Details of future funding commitments
6. Appendix A - Shareholder Details: Complete information about each shareholder
7. Appendix B - Assets Schedule: Detailed list of assets contributed to the joint venture
8. Appendix C - Key Performance Indicators: Agreed performance metrics and targets
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