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Contractual Joint Venture Agreement Template for Singapore

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Key Requirements PROMPT example:

Contractual Joint Venture Agreement

"Need a Contractual Joint Venture Agreement under Singapore law for a technology development partnership between our Singapore-based software company and a Japanese tech firm, with specific provisions for IP sharing and a planned commencement date of March 2025."

Document background
The Contractual Joint Venture Agreement is commonly used in Singapore when parties wish to collaborate on specific projects or business ventures without incorporating a new company. This document is particularly relevant in scenarios where parties seek flexibility and want to maintain their separate legal identities while pooling resources and expertise. It defines each party's rights, obligations, and contributions while operating under Singapore's robust legal framework, which provides strong protection for business interests and clear dispute resolution mechanisms.
Suggested Sections

1. Parties: Identification and details of the JV partners

2. Background: Context and purpose of the joint venture

3. Definitions: Key terms used throughout the agreement

4. Scope and Objectives: Detailed description of JV's purpose and activities

5. Contributions: Capital, assets, resources contributed by each party

6. Management and Control: Governance structure and decision-making processes

7. Profit Sharing: Distribution of profits and losses

8. Term and Termination: Duration and conditions for ending the JV

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes

10. Confidentiality: Protection of confidential information shared between parties

Optional Sections

1. Non-Competition: Restrictions on competing activities when parties operate in similar markets

2. Intellectual Property Rights: IP ownership and licensing arrangements for JVs involving intellectual property

3. Employment Matters: Staff arrangements and policies when JV will have employees

4. Technology Transfer: Terms for sharing technical knowledge in technology-focused JVs

5. Data Protection: Compliance with PDPA and data handling procedures when personal data is processed

6. Force Majeure: Provisions for unforeseen circumstances preventing performance

Suggested Schedules

1. Schedule 1 - Business Plan: Detailed operational and financial projections

2. Schedule 2 - Asset Schedule: List of assets contributed by each party

3. Schedule 3 - Management Structure: Organizational chart and roles

4. Schedule 4 - Initial Budget: First-year financial planning

5. Schedule 5 - KPIs: Performance metrics and targets

6. Schedule 6 - Deed of Adherence: Template for new parties joining the JV

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




























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Industries

Companies Act (Cap. 50): Primary legislation governing business structures and corporate governance in Singapore, essential for formation and operation of joint ventures

Singapore Contract Law: Common law principles governing contract formation, enforcement, and remedies in Singapore

Competition Act (Cap. 50B): Regulates anti-competitive practices and ensures joint ventures comply with competition regulations

Employment Act (Cap. 91): Governs employment relationships and rights if the joint venture will have employees

Patents Act: Protects inventions and technological innovations within the joint venture

Trade Marks Act: Protects brands, logos, and distinctive marks used by the joint venture

Copyright Act: Protects original works and creative content owned or created by the joint venture

Personal Data Protection Act 2012: Regulates collection, use, and disclosure of personal data, including cross-border data transfer rules

Income Tax Act: Governs taxation of joint venture profits and related corporate tax matters

Goods and Services Tax Act: Regulates GST obligations and compliance for the joint venture's operations

Stamp Duties Act: Governs stamp duties payable on documents and transactions related to the joint venture

Foreign Investment Regulations: Various regulations governing foreign ownership, investment, and control in Singapore joint ventures

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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