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Joint Venture Agreement Term Sheet
"I need a Joint Venture Agreement Term Sheet for a proposed 50/50 joint venture between an Australian mining company and a Japanese trading house for developing a lithium project in Western Australia, with completion targeted for March 2025."
1. Parties: Identification of all joint venture parties and their relevant details
2. Background: Context of the proposed joint venture and the parties' intentions
3. Definitions: Key terms used throughout the term sheet
4. Joint Venture Structure: Proposed legal structure (e.g., incorporated JV, contractual JV)
5. Business Scope: Description of the joint venture's intended business activities and limitations
6. Capital Contributions: Initial and future funding commitments from each party
7. Ownership and Profit Sharing: Proposed ownership split and profit distribution mechanism
8. Management and Control: Key decision-making processes and governance structure
9. Board Composition: Structure of the board and appointment rights
10. Operational Matters: Day-to-day management and operational control
11. Reserved Matters: Decisions requiring special approval or unanimous consent
12. Transfer Restrictions: Limitations on transfer of ownership interests
13. Exit Mechanisms: Process for party exit including buy-out provisions
14. Confidentiality: Treatment of confidential information
15. Exclusivity: Period and terms of exclusive negotiations
16. Binding Effect: Which provisions are binding vs non-binding
17. Next Steps: Timeline and process for definitive documentation
1. Regulatory Approvals: Required when the JV needs specific regulatory clearances or licenses
2. Foreign Investment Provisions: Required when foreign parties are involved, addressing FIRB approval requirements
3. Intellectual Property Rights: Required when IP is a significant component of the joint venture
4. Real Property: Required when the JV involves significant real estate assets
5. Employment Matters: Required when there will be significant employment considerations or transfer of employees
6. Competition Law Compliance: Required when the JV raises potential competition law concerns
7. Environmental Compliance: Required for JVs in industries with significant environmental impact
8. Technology and Data Protection: Required when the JV involves significant IT systems or data processing
9. Local Content Requirements: Required for JVs in jurisdictions with local content rules
1. Capital Contribution Schedule: Detailed breakdown of initial and future capital contributions
2. Key Assets Schedule: List of major assets to be contributed to the JV
3. Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Initial Business Plan Overview: High-level summary of proposed business plan
5. Proposed Timeline: Key dates and milestones for JV formation
6. Key Personnel: List of key management positions and initial appointments
7. Related Party Transactions: Summary of proposed related party arrangements
8. Required Regulatory Approvals: List of required regulatory approvals and status
Authors
Mining and Resources
Technology
Manufacturing
Real Estate Development
Infrastructure
Financial Services
Healthcare
Energy and Utilities
Agricultural
Telecommunications
Retail and Consumer
Transport and Logistics
Education and Training
Professional Services
Media and Entertainment
Legal
Finance
Corporate Development
Strategy
Executive Leadership
Operations
Risk and Compliance
Business Development
Commercial
Company Secretariat
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Commercial Director
Business Development Manager
Corporate Development Manager
General Counsel
Legal Counsel
Finance Director
Investment Manager
Strategy Director
Operations Director
Company Secretary
Risk Manager
Compliance Officer
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