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Joint Venture Dissolution Agreement
"I need a Joint Venture Dissolution Agreement for a manufacturing joint venture in Saudi Arabia, where the foreign partner will exit by March 2025 but both parties want to maintain ongoing technology licensing arrangements and include specific provisions for continued supply agreements."
1. Parties: Identification of all joint venture partners, including full legal names, commercial registration details, and authorized representatives
2. Background: Brief history of the joint venture, reference to original JV agreement, and reasons for dissolution
3. Definitions: Key terms used throughout the agreement, including specific Arabic legal terms and their English equivalents where applicable
4. Dissolution Date and Process: Effective date of dissolution and key steps in the dissolution process
5. Termination of Original JV Agreement: Formal termination of the original joint venture agreement and related agreements
6. Asset Distribution: Principles and methodology for distributing joint venture assets among partners
7. Settlement of Liabilities: Process for settling outstanding debts, obligations, and liabilities
8. Employee Matters: Handling of employment contracts, end-of-service benefits, and transfer of employees
9. Tax Matters: Addressing final tax returns, VAT settlements, and tax clearances
10. Intellectual Property Rights: Distribution and future usage rights of intellectual property
11. Confidentiality: Ongoing obligations regarding confidential information
12. Release and Discharge: Mutual release of claims and obligations post-dissolution
13. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanism
14. Execution: Signature blocks and execution formalities compliant with Saudi law
1. Non-Compete Provisions: Restrictions on future competitive activities, if agreed by parties
2. Ongoing Cooperation: Framework for continued cooperation if certain projects or obligations extend beyond dissolution
3. Foreign Partner Exit Requirements: Special provisions for foreign partners' exit from Saudi Arabia, if applicable
4. Bank Accounts and Financial Matters: Specific provisions for handling joint bank accounts and financial instruments
5. Government Approvals: Process for obtaining specific government approvals, if required for certain regulated sectors
6. Transition Services: Temporary services provided between partners during transition period
7. Warranties: Specific warranties regarding assets, liabilities, or other matters, if required
1. Asset Schedule: Detailed listing of all joint venture assets with agreed valuations
2. Liability Schedule: Comprehensive list of all outstanding liabilities and payment obligations
3. Settlement Calculations: Detailed calculations showing final settlement amounts between partners
4. Employee Schedule: List of employees and their entitlements or transfer arrangements
5. Intellectual Property Schedule: Detailed inventory of IP rights and their allocation
6. Contracts Schedule: List of ongoing contracts and their treatment post-dissolution
7. Governmental Permits Schedule: List of permits and licenses and their treatment upon dissolution
8. Tax Clearance Documents: Copies of tax clearance certificates and final settlements
9. Power of Attorney: Forms for any required powers of attorney for completing dissolution process
Authors
Oil & Gas
Manufacturing
Construction
Technology
Healthcare
Financial Services
Retail
Real Estate
Transportation & Logistics
Professional Services
Mining & Minerals
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Secretariat
Compliance
Human Resources
Operations
Risk Management
Business Development
Tax
Treasury
Corporate Communications
Regulatory Affairs
Chief Executive Officer
Managing Director
Chief Legal Officer
General Counsel
Chief Financial Officer
Legal Director
Corporate Secretary
Business Development Director
Finance Director
Operations Director
HR Director
Compliance Officer
Board Member
Joint Venture Manager
Commercial Director
Risk Manager
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