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Joint Venture And Shareholders Agreement
1. Parties: Identification of all parties entering into the agreement, including full legal names and registration details
2. Background: Context of the joint venture, including business objectives and commercial rationale
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Formation of the Joint Venture Company: Details of the new company's establishment, including name, registered office, and business purpose
5. Share Capital and Contributions: Structure of share capital, initial contributions (cash/assets/IP), and payment terms
6. Corporate Governance: Board composition, appointment rights, meeting procedures, and voting requirements
7. Shareholder Meetings: Procedures for general meetings, voting rights, and quorum requirements
8. Reserved Matters: Decisions requiring special majority or unanimous approval
9. Business Plan and Funding: Initial business plan, future funding obligations, and funding mechanisms
10. Distribution Policy: Dividend policy and profit distribution principles
11. Transfer of Shares: Restrictions on share transfers, pre-emption rights, and permitted transfers
12. Exit Provisions: Mechanisms for exit including put/call options, drag-along and tag-along rights
13. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders
14. Confidentiality: Protection of confidential information and trade secrets
15. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
16. Term and Termination: Duration of the agreement and grounds for termination
17. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Intellectual Property Rights: Detailed provisions on IP ownership, licensing, and development - included when IP is crucial to the joint venture
2. Technology Transfer: Terms for technology transfer between parties - relevant when technical know-how is being contributed
3. Environmental Compliance: Environmental obligations and warranties - important for manufacturing or industrial JVs
4. Employee Matters: Provisions regarding employment, secondment, and key personnel - needed when staff transfer is involved
5. Anti-Corruption Compliance: Detailed compliance provisions - particularly important for international JVs or regulated industries
6. Foreign Investment Provisions: Specific provisions dealing with foreign investment requirements - needed for international JVs
7. Industry-Specific Regulations: Provisions addressing specific regulatory requirements - included based on industry sector
8. Data Protection: Detailed GDPR compliance provisions - needed when personal data processing is involved
1. Details of the JV Company: Company information, shareholding structure, and initial directors
2. Initial Business Plan: Detailed business plan including financial projections and milestones
3. Form of Board Resolution: Template for board resolutions on reserved matters
4. Deed of Adherence: Template for new shareholders joining the agreement
5. Initial Budget: Detailed budget for the first operational period
6. Contributed Assets: List and valuation of assets contributed by each party
7. Service Level Agreements: Details of services provided by shareholders to the JV
8. Technical Specifications: Technical requirements and specifications for products/services
9. Key Performance Indicators: Agreed performance metrics and targets
10. Share Valuation Methodology: Agreed methods for valuing shares in transfer/exit scenarios
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