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Joint Venture And Shareholders Agreement
"Need a Joint Venture And Shareholders Agreement under Singapore law for a technology joint venture between my Singapore-based software company and a Japanese technology firm, with equal shareholding and specific provisions for intellectual property sharing, targeting completion by March 2025."
1. Parties: Identification and details of all parties to the joint venture
2. Background: Context and purpose of the joint venture arrangement
3. Definitions: Key terms used throughout the agreement
4. Business of the Joint Venture: Scope and nature of the joint venture business
5. Capital Contributions: Initial and subsequent capital contributions by parties
6. Shareholding Structure: Distribution of shares and classes of shares
7. Management and Control: Governance structure, board composition, and voting rights
8. Transfer of Shares: Rules regarding share transfers and restrictions
1. Non-Competition: Restrictions on competing activities - used when parties operate in similar industries
2. Intellectual Property Rights: IP ownership and licensing arrangements - used when IP is significant to the venture
3. Deadlock Resolution: Procedures for resolving management deadlocks - particularly important in 50/50 joint ventures
4. Put and Call Options: Rights to buy out or sell shares - used when parties want exit flexibility
1. Business Plan: Detailed business strategy and projections
2. Initial Capital Contributions: Schedule of initial investments by each party
3. Shareholders' Information: Detailed information about shareholding structure
4. Reserved Matters: List of decisions requiring special approval
5. Form of Share Transfer Notice: Template for share transfer notifications
6. Key Performance Indicators: Metrics for measuring joint venture success
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