1. Parties: Identification of the JV partners, including full legal names, registration details, and addresses
2. Background: Context of the joint venture, including business objectives and reasons for collaboration
3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation
4. Incorporation and Business: Details of the JV company's incorporation, legal form, name, and business objectives
5. Capital Structure and Funding: Share capital, shareholding percentages, funding obligations, and capital calls
6. Subscription and Payment: Terms of share subscription, payment schedules, and valuation of non-cash contributions
7. Corporate Governance: Board composition, appointment rights, voting mechanisms, and reserved matters
8. Shareholders' Rights and Obligations: Key rights and obligations of shareholders, including pre-emptive rights and tag-along/drag-along provisions
9. Management and Operations: Day-to-day management structure, key personnel, and operational procedures
10. Business Plan and Budget: Process for approval and implementation of business plans and budgets
11. Distribution Policy: Dividend policy and profit distribution mechanisms
12. Transfer of Shares: Share transfer restrictions, procedures, and requirements
13. Deadlock Resolution: Mechanisms for resolving deadlock situations between shareholders
14. Term and Termination: Duration of the agreement and grounds for termination
15. Exit Mechanisms: Procedures for shareholder exit, including put and call options
16. Confidentiality: Protection of confidential information and trade secrets
17. Non-Competition: Restrictions on competitive activities by shareholders
18. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
