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1. Parties: Identification of all parties to the joint venture and the dissolution agreement
2. Background: Brief history of the joint venture, reference to original JV agreement, and reasons for dissolution
3. Definitions: Definitions of key terms used throughout the agreement
4. Effective Date of Dissolution: Specification of when the dissolution takes effect and any conditions precedent
5. Distribution of Assets: Detailed provisions for the division and transfer of joint venture assets
6. Settlement of Liabilities: Provisions for handling existing debts, liabilities, and obligations
7. Financial Settlement: Terms for final financial reconciliation and settlements between parties
8. Employee Matters: Arrangements for employees, including transfers, terminations, and related obligations
9. Confidentiality: Ongoing obligations regarding confidential information
10. Mutual Release: Release of claims between parties post-dissolution
11. Tax Matters: Handling of tax liabilities and obligations
12. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Intellectual Property Rights: Distribution and future use of IP rights - include if JV owned or developed IP
2. Ongoing Projects: Handling of incomplete projects and contracts - include if there are ongoing business activities
3. Non-Compete Provisions: Post-dissolution competition restrictions - include if parties agree to restrict future competition
4. Customer and Supplier Relationships: Management of business relationships - include if significant external relationships exist
5. Dispute Resolution: Detailed arbitration or mediation procedures - include if parties want specific dispute resolution mechanisms
6. Transition Services: Temporary service arrangements between parties - include if operational transition period is needed
7. Environmental Matters: Environmental liabilities and obligations - include if JV had environmental impacts
8. Insurance and Indemnification: Specific insurance and indemnity arrangements - include if significant risks exist
1. Schedule 1 - Asset Distribution: Detailed inventory and allocation of all JV assets
2. Schedule 2 - Liability Allocation: List of all liabilities and their allocation between parties
3. Schedule 3 - Financial Settlement Statement: Detailed financial reconciliation and settlement figures
4. Schedule 4 - Employee Transfer List: List of employees and their post-dissolution arrangements
5. Schedule 5 - Contracts List: Inventory of all contracts and their disposition
6. Schedule 6 - Intellectual Property Register: List of IP rights and their allocation
7. Appendix A - Closing Checklist: List of actions required to complete the dissolution
8. Appendix B - Form of Mutual Release: Template for mutual release documentation
9. Appendix C - Transfer Documents: Forms and documents required for various transfers
Manufacturing
Technology
Real Estate
Financial Services
Construction
Energy
Infrastructure
Retail
Healthcare
Telecommunications
Professional Services
Mining
Transportation
Agriculture
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Operations
Human Resources
Risk & Compliance
Corporate Secretarial
Business Development
Strategy
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Managing Director
Finance Director
Legal Director
Company Secretary
General Counsel
Corporate Lawyer
Business Development Director
Operations Director
Risk Manager
Compliance Officer
Joint Venture Manager
Project Director
Commercial Director
Partner (Law Firm)
Investment Director
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