The Termination of Joint Venture Agreement is essential when parties decide to end their collaborative business arrangement. This document, governed by English and Welsh law, is used when joint venture partners agree to dissolve their partnership or when circumstances necessitate termination according to the original agreement's terms. It addresses crucial aspects such as asset division, intellectual property rights, employee matters, and ongoing obligations. The agreement ensures compliance with UK legislation while providing a structured approach to ending the business relationship and preventing future disputes.
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1. Parties: Identification of all parties to the JV and termination agreement
2. Background/Recitals: Brief history of the JV, reference to original agreement, and reasons for termination
3. Definitions: Defined terms used throughout the agreement
4. Effective Date of Termination: Specific date when the termination becomes effective
5. Mutual Release: Parties' release from obligations under the original JV agreement
6. Asset Distribution: Division and transfer of JV assets between parties
7. Settlement of Accounts: Financial settlements and outstanding payments
8. Confidentiality: Ongoing obligations regarding confidential information
9. Governing Law: Confirmation of applicable law and jurisdiction
1. Employee Transfers: Arrangements for staff transfers when JV has employees
2. IP Rights: Division of intellectual property rights when JV owned or developed IP
3. Third Party Contracts: Assignment or termination of external contracts when JV has ongoing contracts with third parties
4. Tax Provisions: Special tax considerations and allocations when complex tax implications exist
5. Non-Compete Provisions: Post-termination competition restrictions when parties wish to restrict future competition
1. Asset Register: Detailed list of JV assets and their allocation
2. Financial Statement: Final accounts and financial position of JV
3. IP Register: List of intellectual property and its disposition
4. Employee Transfer Schedule: Details of employee transfers and arrangements
5. Third Party Contracts Schedule: List of contracts and their treatment post-termination
6. Settlement Statement: Detailed breakdown of financial settlements
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