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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."
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
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
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
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
Legal
Corporate
Commercial
Finance
Business Development
Operations
Compliance
Risk Management
Strategy
Project Management
Investment
International Business
Mergers & Acquisitions
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
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