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Joint Venture Investment Agreement
"Need a Joint Venture Investment Agreement for a technology manufacturing partnership between our Singapore-based company and a Japanese investor, with capital contributions of SGD 10 million each, planned to commence operations in March 2025 with specific provisions for IP protection and technology transfer."
1. Parties: Identification and details of all parties entering into the joint venture
2. Background: Context and purpose of the joint venture arrangement
3. Definitions: Key terms used throughout the agreement
4. Business of the Joint Venture: Detailed description of JV's scope and objectives
5. Capital Contributions: Details of initial and subsequent capital contributions
6. Shareholding Structure: Ownership percentages and share classes
7. Management and Control: Governance structure and decision-making processes
8. Board of Directors: Composition, appointment, removal and powers of the board
9. Shareholder Matters: Shareholder rights, meetings, and voting arrangements
10. Transfer of Shares: Rules regarding share transfers and restrictions
11. Financial Matters: Financial management, accounts, and dividend policy
12. Term and Termination: Duration and termination provisions
13. Confidentiality: Protection of confidential information
14. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
1. Non-Compete Provisions: Restrictions on competitive activities when protecting business interests from competition by partners
2. Intellectual Property Rights: IP ownership and licensing arrangements when IP is significant to the venture
3. Employee Matters: Employment and secondment arrangements when staff transfers or secondments are involved
4. Foreign Investment Provisions: Specific provisions for foreign investors when foreign parties are involved
5. Tax Matters: Special tax considerations and arrangements when complex tax structures are involved
6. Insurance: Insurance requirements and obligations when specific insurance coverage is needed
1. Schedule 1 - Business Plan: Detailed business strategy and projections
2. Schedule 2 - Capital Contribution Schedule: Detailed breakdown of contributions and timing
3. Schedule 3 - Articles of Association: Constitutional documents of the JV company
4. Schedule 4 - Service Level Agreements: Performance standards for services provided to/by JV
5. Schedule 5 - IP License Agreements: Detailed IP licensing terms if applicable
6. Schedule 6 - Management Structure Chart: Organizational structure and reporting lines
7. Schedule 7 - Reserved Matters: List of decisions requiring special approval
8. Schedule 8 - Initial Budget: First year operational budget and financial projections
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