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Joint Venture And Shareholders Agreement
"I need a Joint Venture and Shareholders Agreement for a technology partnership between our New Zealand software company and a Japanese tech firm, with specific provisions for intellectual property sharing and joint product development starting March 2025."
1. Parties: Identification of all joint venture parties and shareholders, including full legal names and addresses
2. Background: Context of the joint venture formation, business objectives, and parties' intentions
3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules
4. Formation and Business of Joint Venture: Details of joint venture company formation, business scope, and objectives
5. Capital Structure and Funding: Share capital structure, initial contributions, and future funding obligations
6. Governance and Management: Board composition, appointment rights, voting mechanisms, and management structure
7. Shareholder Rights and Obligations: Key rights and obligations of shareholders, including voting rights and capital calls
8. Business Operations: Operational guidelines, business plan requirements, and decision-making processes
9. Transfer of Shares: Share transfer restrictions, pre-emptive rights, and transfer procedures
10. Exit Mechanisms: Procedures for exit including tag-along, drag-along rights, and IPO provisions
11. Deadlock Resolution: Procedures for resolving deadlock situations between shareholders
12. Confidentiality: Protection of confidential information and trade secrets
13. Competition and Restraints: Non-compete and non-solicitation provisions
14. Term and Termination: Duration of agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property Rights: Required when IP is significant to the joint venture, covering ownership, licensing, and development of IP
2. Employee Matters: Include when the JV will have significant employment considerations or transfer of employees
3. Related Party Transactions: Needed when there are significant ongoing dealings with shareholders or their related entities
4. Environmental Compliance: Important for joint ventures in industries with environmental impacts or obligations
5. Foreign Investment Provisions: Required when foreign investment approvals or ongoing compliance is needed
6. Technical Services: Include when shareholders will provide specific technical or operational services to the JV
7. Marketing and Branding: Relevant when use of shareholders' brands or joint marketing efforts are important
8. Dividend Policy: Include when specific dividend distribution rules are required beyond standard provisions
1. Schedule 1 - Company Details: Initial shareholding structure, company details, and registered office
2. Schedule 2 - Business Plan: Initial business plan including strategic objectives and financial projections
3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4 - Share Valuation Methodology: Agreed methods for valuing shares for transfers or exits
5. Schedule 5 - Initial Capital Contributions: Details of initial contributions (cash, assets, or services) by each party
6. Schedule 6 - Key Management Positions: Key executive positions and initial appointments
7. Schedule 7 - Deed of Accession: Template for new shareholders joining the agreement
8. Schedule 8 - Related Party Agreements: List and key terms of any related party contracts
9. Appendix A - Company Constitution: Constitution of the joint venture company
10. Appendix B - Completion Requirements: Checklist of items required for completing the joint venture formation
Authors
Manufacturing
Technology
Real Estate Development
Infrastructure
Energy
Mining and Resources
Retail
Agriculture
Healthcare
Financial Services
Telecommunications
Transportation and Logistics
Construction
Professional Services
Education
Legal
Finance
Corporate Development
Strategy
Operations
Risk Management
Compliance
Executive Leadership
Corporate Secretariat
Business Development
Investment
Commercial
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Chief Operating Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Business Development Director
Investment Manager
Commercial Director
Finance Director
Operations Director
Strategy Director
Joint Venture Manager
Shareholder Relations Manager
Corporate Development Manager
Risk Manager
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