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Joint Venture Termination Agreement Template for New Zealand

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Key Requirements PROMPT example:

Joint Venture Termination Agreement

"I need a Joint Venture Termination Agreement for dissolving a manufacturing joint venture in Auckland by March 2025, with specific provisions for equitable distribution of manufacturing equipment and inventory between the parties."

Document background
The Joint Venture Termination Agreement is a crucial document used when parties decide to end their joint venture relationship in New Zealand. It is typically employed when the joint venture's objectives have been achieved, when parties wish to pursue different strategic directions, or when the venture is no longer commercially viable. This agreement must comply with New Zealand's Companies Act 1993, Partnership Law Act 2019, and Contract and Commercial Law Act 2017. It addresses key aspects such as asset distribution, liability settlement, confidentiality obligations, and dispute resolution mechanisms. The document serves as a comprehensive roadmap for unwinding complex business relationships while minimizing legal and operational risks for all parties involved.
Suggested Sections

1. Parties: Identification of all parties to the termination agreement, including the original joint venture parties

2. Background: Recitals describing the original joint venture agreement, reason for termination, and current status

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Termination: Core provision declaring the termination of the joint venture and effective date

5. Asset Distribution: Principles and process for distributing joint venture assets between parties

6. Settlement of Liabilities: Handling of existing debts, obligations, and liabilities

7. Mutual Release: Release of claims between parties related to the joint venture

8. Confidentiality: Ongoing obligations regarding confidential information

9. Tax Matters: Handling of tax obligations and responsibilities

10. Costs: Allocation of costs related to the termination process

11. Governing Law: Specification of New Zealand law as governing law

12. Dispute Resolution: Process for resolving any disputes arising from the termination

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability

Optional Sections

1. Intellectual Property Rights: Distribution and future use of IP rights - include if JV developed or used significant IP

2. Employee Matters: Handling of employees and employment contracts - include if JV had direct employees

3. Ongoing Obligations: Continuing obligations post-termination - include if any activities need to continue

4. Non-Compete Provisions: Restrictions on future competitive activities - include if market protection is needed

5. Customer and Supplier Contracts: Treatment of existing commercial relationships - include if significant third-party contracts exist

6. Insurance: Handling of insurance policies and claims - include if significant insurance matters exist

7. Environmental Matters: Environmental liabilities and obligations - include if JV had environmental impacts

8. Transitional Services: Temporary service arrangements between parties - include if operational transition needed

Suggested Schedules

1. Schedule 1 - Asset Distribution Schedule: Detailed listing of all assets and their agreed distribution

2. Schedule 2 - Liability Allocation: Comprehensive list of liabilities and their allocation between parties

3. Schedule 3 - Outstanding Projects: List of ongoing projects and their handling

4. Schedule 4 - Third Party Contracts: List of contracts requiring assignment or termination

5. Schedule 5 - Settlement Payments: Details of any financial settlements between parties

6. Schedule 6 - Completion Actions: Checklist of actions required to complete the termination

7. Appendix A - Required Notices: Templates for required notices to third parties

8. Appendix B - Transfer Documents: Forms and documents required for asset transfers

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



































Clauses






























Relevant Industries

Mining and Resources

Construction

Manufacturing

Technology and Software

Real Estate Development

Infrastructure

Energy and Utilities

Agriculture

Telecommunications

Financial Services

Healthcare

Retail and Consumer Goods

Transportation and Logistics

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Operations

Risk and Compliance

Strategy

Commercial

Business Development

Project Management

Asset Management

Corporate Secretariat

Mergers and Acquisitions

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Commercial Director

Joint Venture Manager

Corporate Lawyer

Financial Controller

Business Development Manager

Operations Director

Risk Manager

Company Secretary

Project Manager

Asset Manager

Compliance Officer

Strategy Director

Board Member

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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