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Joint Venture Investment Agreement Template for Germany

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Key Requirements PROMPT example:

Joint Venture Investment Agreement

"I need a Joint Venture Investment Agreement under German law for a technology partnership between our German software company and a US tech firm, with specific focus on IP protection and R&D collaboration, planned to commence in March 2025."

Document background
The Joint Venture Investment Agreement is a crucial document used when two or more parties wish to combine their resources, expertise, or market access to pursue a common business objective in Germany. This agreement type is particularly relevant when establishing a new business entity under German law, requiring careful consideration of the German Civil Code (BGB), Commercial Code (HGB), and corporate laws. The document comprehensively addresses formation, capital structure, management rights, profit sharing, and exit mechanisms while ensuring compliance with German regulatory requirements, including competition law (GWB) and foreign investment regulations (AWG) where applicable. It's commonly used for international partnerships, technology collaborations, manufacturing ventures, or market expansion projects where parties seek to formalize their cooperation while maintaining clear governance and risk allocation structures.
Suggested Sections

1. Parties: Identification and details of all parties entering into the joint venture agreement

2. Background: Context of the joint venture, including business objectives and purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Formation of Joint Venture: Details of the JV entity formation, including legal structure and registered office

5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions

6. Ownership and Share Structure: Distribution of shares/ownership interests between parties

7. Management and Governance: Management structure, board composition, voting rights, and decision-making processes

8. Business Plan and Budget: Initial business plan, budget approval process, and financial planning requirements

9. Financing: Funding mechanisms, additional capital calls, and external financing arrangements

10. Profit Distribution and Dividends: Rules for profit sharing, dividend policy, and distribution of proceeds

11. Transfer Restrictions: Limitations on transfer of shares and pre-emptive rights

12. Competition and Non-Compete: Non-compete obligations and competition restrictions

13. Confidentiality: Protection of confidential information and trade secrets

14. Term and Termination: Duration of the agreement and termination provisions

15. Exit Mechanisms: Procedures for exit including put/call options, drag-along and tag-along rights

16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Required when the JV involves significant IP contributions or development

2. Employment Matters: Necessary when the JV will have employees or transfer employees from parent companies

3. Regulatory Compliance: Required for heavily regulated industries or when specific permits/licenses are needed

4. Environmental Compliance: Important for manufacturing or industrial JVs

5. Technology Transfer: Relevant when the JV involves significant technology transfer from parent companies

6. Marketing and Branding: Required when the JV will use parents' brands or develop its own brand

7. Supply and Distribution Arrangements: Needed when the JV involves supply or distribution relationships with parent companies

8. Research and Development: Relevant for JVs focused on R&D activities

9. Data Protection: Required when the JV involves significant data processing activities

10. Foreign Investment Provisions: Necessary when involving non-German investors and compliance with AWG

Suggested Schedules

1. Business Plan: Detailed initial business plan and financial projections

2. Capital Contributions Schedule: Detailed breakdown of each party's initial and committed capital contributions

3. Articles of Association: Constitutional document of the JV entity

4. Shareholders' Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Key Performance Indicators: Agreed performance metrics and targets

6. Initial Budget: Detailed first-year budget

7. Intellectual Property Register: List of IP rights contributed or licensed to the JV

8. Form of Shareholders' Resolution: Template for shareholders' resolutions

9. Management Service Agreements: Terms for any management services provided by shareholders

10. Technical Service Agreements: Terms for any technical services provided by shareholders

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















































Clauses













































Relevant Industries

Manufacturing

Technology

Automotive

Chemical Industry

Renewable Energy

Financial Services

Healthcare

Pharmaceuticals

Real Estate

Infrastructure

Telecommunications

Research and Development

Software Development

Industrial Production

Clean Technology

Relevant Teams

Legal

Corporate Development

Finance

Mergers & Acquisitions

Strategy

Compliance

Risk Management

Business Development

Operations

Investment

Tax

Corporate Governance

Regulatory Affairs

International Business

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Investment Director

Head of Mergers & Acquisitions

Legal Counsel

Investment Manager

Business Development Manager

Corporate Strategy Director

Risk Management Officer

Compliance Officer

Finance Director

Operations Director

Managing Partner

Board Member

Company Secretary

Joint Venture Manager

Strategic Partnerships Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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