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1. Foreign Investment Provisions: Required when one or more parties are foreign entities, detailing compliance with Philippine foreign investment laws

2. Technology Transfer: Needed when the joint venture involves significant technology or know-how transfer between parties

3. Environmental Compliance: Required when the wholesale operations involve environmentally sensitive products or processes

4. Employee Transfer: Necessary when existing employees from either party will be transferred to the joint venture

5. Real Estate: Required when the joint venture involves property acquisition or lease arrangements

6. Import/Export Provisions: Needed when the wholesale operation involves international trade

7. Digital Commerce: Required when the joint venture includes online wholesale operations

1. Schedule 1: Business Plan: Detailed initial business plan including market analysis and financial projections

2. Schedule 2: Capital Contributions: Detailed breakdown of each party's capital contributions, including valuation of non-cash assets

3. Schedule 3: Key Performance Indicators: Specific performance metrics and targets for the joint venture

4. Schedule 4: Management Structure: Organizational chart and key management positions

5. Schedule 5: Initial Budget: Detailed operating budget for the first year of operations

6. Schedule 6: Distribution Network: Details of wholesale distribution channels and territory allocation

7. Schedule 7: Intellectual Property: List of IP rights being contributed to or developed by the joint venture

8. Appendix A: Required Licenses: List of necessary permits and licenses for wholesale operations

9. Appendix B: Compliance Checklist: Regulatory compliance requirements under Philippine law

10. Appendix C: Form of Shareholders' Resolution: Template for key shareholder resolutions