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Unincorporated Joint Venture Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Unincorporated Joint Venture Agreement

"I need an Unincorporated Joint Venture Agreement for a Saudi-Japanese partnership in renewable energy development, where the Saudi partner will hold 60% interest and the Japanese partner will contribute technology and expertise, with operations expected to commence in March 2025."

Document background
The Unincorporated Joint Venture Agreement is essential for businesses seeking to collaborate in Saudi Arabia without forming a separate legal entity. This structure is particularly valuable for project-specific ventures, strategic partnerships, and situations where parties wish to maintain their independent legal status while pooling resources and expertise. The document must comply with Saudi Arabian regulations, including the Companies Law, Foreign Investment Law, and Shariah principles. It typically includes detailed provisions on capital contributions, profit sharing, management structure, operational procedures, and exit mechanisms. This type of agreement is commonly used in large-scale projects, especially in sectors requiring local partnership or technical expertise sharing, and provides flexibility while establishing clear governance frameworks for the collaboration.
Suggested Sections

1. Parties: Identification of the joint venture parties with full legal names and addresses

2. Background: Context of the joint venture formation and brief description of each party's business

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

4. Scope and Purpose: Detailed description of the joint venture's business objectives and permitted activities

5. Term and Commencement: Duration of the joint venture and conditions for commencement

6. Contributions and Financing: Details of initial and ongoing contributions (capital, assets, expertise) from each party

7. Ownership and Profit Sharing: Parties' ownership interests and mechanism for profit/loss distribution

8. Management and Control: Management structure, decision-making process, and voting rights

9. Operations and Business Plan: Operational framework and implementation of the business plan

10. Rights and Obligations: Detailed responsibilities and obligations of each party

11. Banking and Financial Matters: Banking arrangements, accounting principles, and financial management

12. Competition and Exclusivity: Non-compete provisions and exclusivity obligations

13. Intellectual Property: Ownership and usage rights of intellectual property

14. Confidentiality: Protection and handling of confidential information

15. Termination: Grounds and process for termination of the joint venture

16. Consequences of Termination: Asset distribution and wind-up procedures upon termination

17. Dispute Resolution: Procedure for resolving disputes, including jurisdiction and applicable law

18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Shariah Compliance: Specific provisions ensuring compliance with Islamic law principles, required if the venture involves Islamic financing or specific Shariah-compliant activities

2. Foreign Investment Provisions: Additional provisions required when one or more parties are foreign entities, addressing SAGIA requirements

3. Employee Matters: Provisions regarding employment and secondment if the JV will have its own employees

4. Insurance: Specific insurance requirements and obligations, needed for high-risk ventures

5. Environmental Compliance: Required for ventures involving industrial or environmental impact

6. Technology Transfer: Specific provisions for ventures involving significant technology transfer

7. Government Approvals: Detailed section on required governmental approvals and licenses, needed for regulated industries

8. Force Majeure: Detailed force majeure provisions, particularly important for long-term or high-value ventures

Suggested Schedules

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

2. Schedule 2 - Initial Contributions: Detailed list and valuation of each party's initial contributions

3. Schedule 3 - Management Structure: Detailed organizational structure and management procedures

4. Schedule 4 - Key Performance Indicators: Specific performance metrics and targets

5. Schedule 5 - Required Permits and Licenses: List of required governmental approvals and licenses

6. Schedule 6 - Intellectual Property Rights: Detailed list of IP rights brought into or developed by the joint venture

7. Schedule 7 - Reserved Matters: List of decisions requiring special approval or unanimous consent

8. Appendix A - Form of Shareholder Resolution: Template for shareholder resolutions

9. Appendix B - Power of Attorney: Standard form of power of attorney if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 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

Oil & Gas

Construction & Infrastructure

Manufacturing

Technology & Innovation

Real Estate Development

Mining & Natural Resources

Renewable Energy

Healthcare

Education

Telecommunications

Defense & Security

Transportation & Logistics

Industrial Development

Financial Services

Relevant Teams

Legal

Corporate

Commercial

Finance

Business Development

Operations

Compliance

Risk Management

Strategy

Project Management

Investment

International Business

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Chief Financial Officer

Business Development Director

Managing Director

Project Director

Operations Director

Investment Manager

Corporate Lawyer

Joint Venture Manager

Compliance Officer

Risk Manager

Strategy Director

Contract 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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