International Joint Venture Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

International Joint Venture Agreement

"I need an International Joint Venture Agreement for a UAE-based manufacturing joint venture between our German manufacturing company and a local UAE partner, with specific provisions for technology transfer and IP protection, to be finalized by March 2025."

Document background
The International Joint Venture Agreement is a crucial document for establishing business partnerships between foreign and UAE-based entities. It is particularly relevant in the context of the UAE's growing economy and its position as a major international business hub. The agreement is designed to comply with UAE Federal Commercial Companies Law, Foreign Direct Investment regulations, and other relevant local legislation. It is commonly used when foreign companies seek to establish a presence in the UAE market through partnership with local entities, or when combining complementary capabilities for specific projects or ongoing business operations. The document typically includes detailed provisions for ownership structure (considering UAE foreign ownership restrictions), governance mechanisms, operational control, profit sharing, technology transfer, and exit provisions. Special attention is given to ensuring compliance with local requirements while protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identification of the JV partners, including full legal names, registration details, and addresses

2. Background: Context of the JV formation, including brief description of each party's business and objectives of the collaboration

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Formation of Joint Venture: Legal structure, name, objectives, and scope of the JV

5. Capital Contributions: Initial and subsequent capital contributions, valuation of non-cash contributions, funding obligations

6. Ownership and Share Structure: Distribution of shares/ownership interests, classes of shares if applicable, compliance with UAE ownership requirements

7. Management and Control: Board composition, voting rights, reserved matters, management structure, appointment of key personnel

8. Business Operations: Day-to-day management, business plan, budget, operational procedures

9. Financial Matters: Accounting policies, financial reporting, dividend policy, banking arrangements

10. Transfer of Interests: Restrictions on transfer, right of first refusal, tag-along/drag-along rights

11. Intellectual Property: Ownership, licensing, and use of IP rights brought into or developed by the JV

12. Confidentiality: Protection of confidential information, duration of obligations, permitted disclosures

13. Non-Competition: Restrictions on competing activities, scope, duration, and geographic limitations

14. Term and Termination: Duration of JV, termination events, consequences of termination

15. Dispute Resolution: Dispute resolution mechanisms, governing law, jurisdiction, arbitration provisions

16. General Provisions: Standard boilerplate clauses including notices, amendments, entire agreement, severability

Optional Sections

1. Shariah Compliance: Required if the JV will operate according to Islamic finance principles or if partners require Shariah-compliant operations

2. Foreign Investment Provisions: Required if the JV involves strategic sectors or requires specific government approvals

3. Employment and Secondment: Required if there will be significant staffing arrangements between partners and the JV

4. Technology Transfer: Required if the JV involves significant technology transfer or technical cooperation

5. Local Content Requirements: Required if the JV operates in sectors with specific UAE local content requirements

6. Environmental Compliance: Required for JVs in industries with significant environmental impact

7. Force Majeure: Optional but recommended given international nature and potential regional instability

8. Anti-corruption Compliance: Required if any partner is subject to FCPA, UK Bribery Act, or similar legislation

Suggested Schedules

1. Business Plan: Detailed business plan including market analysis, strategy, and financial projections

2. Capital Contributions Schedule: Detailed breakdown of each partner's initial and committed capital contributions

3. Articles of Association: Constitutional documents of the JV company complying with UAE requirements

4. Reserved Matters: List of decisions requiring special approval majorities

5. Key Personnel: Identification of key management positions and initial appointees

6. IP Schedule: Details of IP rights contributed by each party and terms of use

7. Service Level Agreements: Terms for any services provided by partners to the JV

8. Technical Specifications: Technical requirements and standards for JV operations if applicable

9. Completion Requirements: Conditions precedent and requirements for JV formation

10. Deed of Adherence: Template for admitting new partners to the JV

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Oil & Gas

Real Estate & Construction

Technology & Digital

Manufacturing

Healthcare

Renewable Energy

Financial Services

Telecommunications

Retail & Consumer Goods

Education

Maritime & Logistics

Defense & Aerospace

Hospitality & Tourism

Relevant Teams

Legal

Corporate Development

Strategy

Finance

Operations

Compliance

Business Development

Risk Management

Corporate Affairs

Investment

International Operations

Commercial

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Commercial Director

Chief Financial Officer

Managing Director

Business Development Director

Strategy Director

Corporate Development Manager

Joint Venture Manager

Investment Manager

Operations Director

Compliance Officer

Company Secretary

Board Member

Chief Operations Officer

Regional Director

Country Manager

Industries
UAE Federal Commercial Companies Law No. 2 of 2015 (as amended): Primary legislation governing company formation, structure, and operations in the UAE. Critical for determining legal form of JV and corporate governance requirements.
UAE Federal Law No. 19 of 2018 on Foreign Direct Investment: Regulates foreign investment in UAE, including ownership restrictions and sectors open to 100% foreign ownership.
UAE Civil Code (Federal Law No. 5 of 1985): Governs contractual relationships and general principles of civil transactions, including contract formation, validity, and enforcement.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and business relationships, including commercial agency provisions and trading rules.
UAE Federal Arbitration Law No. 6 of 2018: Framework for arbitration in UAE, crucial for dispute resolution provisions in international agreements.
UAE Labor Law (Federal Law No. 8 of 1980, as amended): Governs employment relationships, important for staffing and secondment arrangements in the JV.
UAE Competition Law (Federal Law No. 4 of 2012): Regulates anti-competitive practices and economic concentrations, relevant for market behavior and JV operations.
UAE Federal Law No. 11 of 1992 (Civil Procedure Law): Governs legal proceedings and enforcement of foreign judgments, relevant for dispute resolution provisions.
UAE Federal Law No. 4 of 2000 (UAE Securities and Commodities Authority Law): Relevant if the JV involves listed companies or plans to go public in the UAE.
UAE Federal Law No. 37 of 1992 (Trademark Law): Important for protecting intellectual property rights and brand usage within the joint venture.
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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