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Joint Venture Partnership Agreement

Joint Venture Partnership Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Joint Venture Partnership Agreement

"I need a Joint Venture Partnership Agreement for a UAE-based technology partnership between my Silicon Valley software company and a local UAE tech firm, with 60-40 ownership split, planned to launch in March 2025, including provisions for IP protection and technology transfer."

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Document background
The Joint Venture Partnership Agreement is a crucial document for businesses seeking to establish collaborative ventures in the United Arab Emirates. It serves as the foundational document defining the terms and conditions of partnership between two or more entities, whether they are local UAE companies, foreign investors, or individual shareholders. This agreement must comply with UAE Federal Law No. 32 of 2021 and related regulations, particularly regarding ownership structures, capital requirements, and management arrangements. The document is essential for sectors requiring local partnerships or strategic collaborations, addressing key aspects such as profit sharing, governance structure, operational control, and exit mechanisms. It includes specific provisions required under UAE law while allowing flexibility to accommodate various business models and sector-specific requirements.
Suggested Sections

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

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

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

4. Formation of Joint Venture: Legal structure, name, business activities, and term of the joint venture

5. Capital Contributions: Details of initial and subsequent capital contributions, including nature (cash/assets/IP) and timing

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

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

8. Business Plan and Budget: Initial business plan, budget approval process, and financial planning requirements

9. Financial Matters: Accounting principles, distribution policy, and financial reporting requirements

10. Operations: Day-to-day management, operational responsibilities, and business conduct

11. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information

12. Deadlock Resolution: Procedures for resolving management deadlocks and serious disputes

13. Exit Provisions: Terms for termination, share transfer mechanisms, and buy-out rights

14. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms

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

Optional Sections

1. Intellectual Property Rights: Required when JV involves significant IP contributions or development

2. Employment Matters: Necessary when JV involves staff transfers or specific employment arrangements

3. Technical Services: Include when one partner provides technical expertise or services

4. Marketing and Branding: Required when JV involves use of existing brands or creation of new ones

5. Environmental Compliance: Necessary for JVs in industries with environmental impact

6. Islamic Finance Compliance: Required for Sharia-compliant joint ventures

7. Free Zone Specific Provisions: Include when JV operates in UAE free zones

8. Government Approvals: Required for regulated industries or strategic sectors

9. Force Majeure: Detailed provisions for force majeure events beyond standard provisions

Suggested Schedules

1. Business Plan: Detailed initial business plan and strategic objectives

2. Capital Contributions Schedule: Detailed breakdown of each partner's contributions

3. Shareholders' Information: Detailed information about each shareholder and their representatives

4. Reserved Matters: List of decisions requiring special approval

5. Key Performance Indicators: Agreed performance metrics and targets

6. Property and Assets: List of initial assets contributed to the JV

7. Intellectual Property: Details of IP rights and licenses granted to the JV

8. Form of Shareholder Resolutions: Template forms for various shareholder resolutions

9. Management Structure: Detailed organizational chart and reporting lines

10. Initial Budget: Detailed first-year budget and financial projections

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Business Plan
Capital Contribution
Chairman
Commercial License
Company
Confidential Information
Deadlock
Director
Effective Date
Encumbrance
Financial Year
General Assembly
Governing Law
Initial Capital
Intellectual Property Rights
Joint Venture
Management Committee
Manager
Material Breach
Ministry
Notice
Operating Budget
Partner
Partnership Interest
Profit
Quarter
Register
Reserved Matters
Resolution
Share
Share Capital
Shareholder
Shareholders Agreement
Territory
Transfer
UAE
UAE Dirham
Working Capital
Clauses
Formation and Structure
Capital Contribution
Share Ownership
Board Composition
Management Rights
Voting Rights
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Reserved Matters
Business Planning
Financial Management
Profit Distribution
Deadlock Resolution
Non-Competition
Confidentiality
Intellectual Property
Force Majeure
Termination
Exit Rights
Put and Call Options
Anti-Dilution
Information Rights
Audit Rights
Employment Matters
Operational Management
Decision Making
Dispute Resolution
Governing Law
Assignment
Notices
Amendments
Severability
Entire Agreement
Counterparts
Good Faith
Compliance
Representations and Warranties
Indemnification
Relevant Industries

Technology

Manufacturing

Real Estate

Construction

Healthcare

Education

Energy

Financial Services

Retail

Hospitality

Transportation

Telecommunications

Professional Services

Agriculture

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Finance

Strategy

Operations

Compliance

Business Development

Board of Directors

Executive Management

Investment

Risk Management

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Chief Legal Officer

General Counsel

Corporate Lawyer

Business Development Director

Chief Financial Officer

Investment Manager

Commercial Director

Strategy Director

Operations Director

Board Member

Company Secretary

Compliance Officer

Partnership Manager

Legal Counsel

Joint Venture Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): The primary legislation governing company formation and operations in the UAE, including provisions for joint ventures and partnerships. It covers corporate governance, shareholding structures, and management requirements.
UAE Federal Law No. 5 of 1985 (Civil Code): Governs general contractual obligations and principles, including contract formation, validity, and enforcement, which are essential for the JV agreement's basic structure.
UAE Federal Decree-Law No. 19 of 2018 (Foreign Direct Investment Law): Regulates foreign investment in the UAE, including ownership restrictions and sectors open to 100% foreign ownership.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates anti-competitive practices and must be considered when structuring joint ventures to ensure compliance with competition regulations.
UAE Federal Law No. 2 of 2015 (Commercial Companies Law - Anti-fronting provisions): Contains specific provisions against fronting arrangements and nominee shareholding structures in UAE companies.
UAE Federal Law No. 11 of 1992 (Civil Procedure Law): Relevant for dispute resolution provisions and enforcement of contractual obligations under the JV agreement.
UAE Federal Law No. 24 of 2006 (Consumer Protection Law): May be relevant if the JV's activities involve consumer-facing business operations.
UAE Federal Law No. 31 of 2021 (UAE Labor Law): Essential for provisions relating to employment aspects of the joint venture, including staff transfers and employment contracts.
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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