Joint Venture Investment Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Joint Venture Investment Agreement

"I need a Joint Venture Investment Agreement for a partnership between our Dubai-based technology company and a German software developer, with plans to launch operations by March 2025, focusing on AI development with a 60-40 ownership split and initial capital of AED 5 million."

Document background
The Joint Venture Investment Agreement is a crucial document used when two or more parties wish to establish a collaborative business venture in the United Arab Emirates. This agreement is particularly relevant in the UAE context due to the country's position as a major international business hub and its specific legal requirements for foreign investment and company formation. The document comprehensively covers all aspects of the joint venture relationship, including capital structure, management control, profit sharing, and operational procedures, while ensuring compliance with UAE federal laws such as the Commercial Companies Law and Foreign Direct Investment Law. It's commonly used for strategic partnerships, market entry strategies, and combining complementary capabilities between local and international businesses, or between private and government entities. The agreement must carefully consider UAE-specific requirements regarding ownership structures, governance frameworks, and sector-specific regulations.
Suggested Sections

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

2. Background: Context of the joint venture, including business objectives and rationale for collaboration

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

4. Formation of Joint Venture: Details of the JV entity, including legal structure, name, and registration requirements

5. Capital Contributions: Specification of initial and future capital contributions, including valuation of non-cash contributions

6. Ownership and Shareholding: Distribution of ownership, share classes, and transfer restrictions

7. Management and Governance: Management structure, board composition, voting rights, and decision-making processes

8. Business Operations: Scope of business activities, operational guidelines, and business plan implementation

9. Financial Matters: Financial management, accounting practices, profit distribution, and funding arrangements

10. Representations and Warranties: Parties' assertions regarding their capacity, authority, and compliance with laws

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competitive activities during and after the joint venture

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Exit Provisions: Mechanisms for partner exit, including buy-out provisions and valuation methods

15. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

16. General Provisions: Standard legal provisions including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Detailed provisions for IP ownership, licensing, and development - used when JV involves significant IP

2. Employment Matters: Provisions regarding staffing, secondment, and employment policies - used when JV will have significant workforce

3. Technical Services: Terms for technical support or knowledge transfer - used in manufacturing or technology JVs

4. Marketing and Branding: Provisions for use of parties' brands and marketing strategy - used in consumer-facing JVs

5. Environmental Compliance: Environmental obligations and compliance - used in industrial or manufacturing JVs

6. Islamic Finance Compliance: Provisions ensuring Shariah compliance - used when Islamic finance principles apply

7. Free Zone Provisions: Specific provisions for free zone operations - used when JV is established in UAE free zone

8. Export Controls: Export compliance provisions - used when JV involves international trade

9. Government Approvals: Provisions regarding specific regulatory approvals - used in regulated industries

Suggested Schedules

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

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

3. Shareholder Details: Complete information about shareholders including shareholding percentages and share classes

4. Reserved Matters: List of decisions requiring special approval or unanimous consent

5. Key Performance Indicators: Specific performance metrics and targets for the joint venture

6. Property Schedule: Details of any real estate or key assets contributed to or owned by the JV

7. Intellectual Property Register: Register of IP rights owned, licensed, or used by the joint venture

8. Service Level Agreements: Detailed service requirements and standards for any services provided by partners

9. Form of Shareholders' Resolution: Template for shareholder resolutions

10. Transfer Procedures: Detailed procedures for share transfers and related documentation requirements

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

Real Estate & Construction

Technology & Digital Services

Manufacturing & Industrial

Healthcare & Pharmaceuticals

Financial Services

Energy & Natural Resources

Retail & Consumer Goods

Transportation & Logistics

Hospitality & Tourism

Education & Training

Media & Entertainment

Professional Services

Agriculture & Food Production

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Operations

Compliance

Risk Management

Business Development

Executive Leadership

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Financial Officer

Managing Director

Investment Director

Legal Counsel

Corporate Lawyer

Business Development Director

Strategy Director

Operations Director

Finance Manager

Compliance Officer

Company Secretary

Risk Manager

Commercial Director

Partnership Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing company formation, structure, and operations in the UAE. Crucial for determining legal form of JV and corporate governance requirements.
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and allows up to 100% foreign ownership in certain sectors. Essential for determining ownership structure and restrictions.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates anti-competitive practices and economic concentrations. Relevant for market operations and competitive practices of the JV.
UAE Federal Law No. 5 of 1985 (Civil Code): Contains general principles of contract law, including formation, interpretation, and termination. Fundamental for structuring the agreement.
UAE Federal Decree-Law No. 8 of 2017 (VAT Law): Governs Value Added Tax obligations. Important for financial planning and tax compliance of the JV.
UAE Cabinet Resolution No. 31 of 2019 (Economic Substance Regulations): Requires certain businesses to demonstrate substantial economic presence. Affects operational structure and reporting requirements.
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business dealings. Important for day-to-day operations and commercial relationships.
UAE Labor Law (Federal Law No. 33 of 2021): Governs employment relationships. Essential for staffing and human resources aspects of the JV.
Federal Law No. 2 of 2015 (Commercial Register Law): Regulates registration of commercial establishments. Important for proper registration and licensing of the JV.
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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