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Joint Venture Agreement Template for Germany

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Key Requirements PROMPT example:

Joint Venture Agreement

"I need a Joint Venture Agreement under German law for a technology partnership between our German GmbH and a US corporation, where we'll jointly develop and commercialize AI software, with operations starting in March 2025."

Document background
The Joint Venture Agreement is a crucial document used when two or more parties wish to combine their resources, expertise, or market access to pursue a common business objective in Germany. This agreement is particularly relevant in scenarios involving cross-border collaborations, technology transfers, market expansion, or large-scale projects requiring shared risk and investment. The document must comply with German legal requirements, including the German Civil Code (BGB), Commercial Code (HGB), and relevant corporate laws depending on the chosen entity structure. It typically requires notarization and registration with German authorities, and must address specific German law considerations regarding corporate governance, employee participation, and competition law. The Joint Venture Agreement serves as the foundational document defining the parties' rights, obligations, and the operational framework of their collaboration, while providing mechanisms for future changes and eventual exit strategies.
Suggested Sections

1. Parties: Identification and details of the JV partners

2. Background: Context of the JV formation and parties' intentions

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Formation of the Joint Venture: Legal structure, name, registered office, and purpose of the JV

5. Capital Contributions: Initial and subsequent contributions, valuation methods, and timing

6. Shares and Shareholdings: Distribution of shares, share classes, and transfer restrictions

7. Management and Corporate Governance: Management structure, appointment rights, and decision-making processes

8. Shareholders' Meeting: Procedures, voting rights, and reserved matters

9. Business Plan and Budget: Initial business plan, budget approval process, and updates

10. Financing: Additional funding requirements and mechanisms

11. Distribution Policy: Dividend policy and profit distribution rules

12. Deadlock Resolution: Procedures for resolving management deadlocks

13. Transfer of Shares: Share transfer restrictions, right of first refusal, tag-along and drag-along rights

14. Term and Termination: Duration, termination events, and consequences

15. Confidentiality: Protection of confidential information and trade secrets

16. Non-Competition: Competitive restrictions on partners during and after the JV

17. Notices: Communication procedures between parties

18. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

19. General Provisions: Standard boilerplate clauses including severability and amendments

Optional Sections

1. Intellectual Property Rights: Required when the JV involves significant IP contributions or development

2. Employee Matters: Include when the JV will have its own employees or when employees are being transferred

3. Tax Matters: Detailed tax provisions needed for complex international JVs or specific tax structuring

4. Related Party Transactions: Include when ongoing business relationships with JV partners are contemplated

5. Environmental Compliance: Required for JVs in industries with environmental impacts

6. Foreign Investment Provisions: Include when foreign investors are involved requiring compliance with AWG

7. Anti-Corruption Compliance: Important for international JVs or regulated industries

8. Data Protection: Required when the JV will process personal data

Suggested Schedules

1. Initial Business Plan: Detailed business plan for the first years of operation

2. Capital Contributions Schedule: Detailed list of initial contributions including valuation

3. Articles of Association: Constitutional document of the JV company

4. Shareholders' Reserved Matters: List of decisions requiring special approval

5. Key Performance Indicators: Agreed metrics for measuring JV performance

6. Form of Shareholder Loan Agreement: Template for any shareholder financing

7. Service Level Agreements: Terms for services provided by JV partners to the JV

8. IP License Terms: Terms for any IP licensed to the JV by the partners

9. Management Structure Chart: Organizational structure and reporting lines

10. Completion Requirements: Conditions precedent and formation requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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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Relevant Industries

Manufacturing

Technology

Automotive

Renewable Energy

Chemical Industry

Pharmaceuticals

Real Estate

Construction

Financial Services

Telecommunications

Biotechnology

Infrastructure

Healthcare

Retail

Software Development

Research and Development

Relevant Teams

Legal

Corporate Development

Finance

Strategy

Business Development

Mergers & Acquisitions

Compliance

Operations

Risk Management

Tax

Treasury

International Business

Corporate Governance

Procurement

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Chief Financial Officer

Head of Strategy

Business Development Director

Managing Director

Legal Counsel

Corporate Lawyer

Investment Manager

Chief Operating Officer

Head of Mergers & Acquisitions

Compliance Officer

Project Director

Partnership Manager

Industries








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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