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Joint Venture Termination Agreement
"I need a Joint Venture Termination Agreement for a UAE construction joint venture between my company and a local partner, with completion planned for March 2025, including provisions for distributing completed project assets and handling ongoing warranty obligations."
1. Parties: Identification of all parties to the joint venture and termination agreement
2. Background: Recitals detailing the original joint venture agreement, reason for termination, and current status
3. Definitions: Definitions of key terms used throughout the agreement
4. Termination Date and Effect: Specific date of termination and immediate consequences
5. Settlement of Accounts: Financial settlement terms, including final accounting and payment obligations
6. Asset Distribution: Agreement on the distribution of joint venture assets and properties
7. Liabilities and Obligations: Allocation of existing liabilities and ongoing obligations
8. Mutual Release: Release of claims between parties post-termination
9. Confidentiality: Ongoing obligations regarding confidential information
10. Public Announcements: Protocol for making public statements about the termination
11. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Intellectual Property Rights: Distribution and future use of intellectual property - include if IP was developed or used in the joint venture
2. Employee Matters: Treatment of employees and transfer arrangements - include if joint venture had direct employees
3. Ongoing Projects: Handling of incomplete projects and contracts - include if there are ongoing business commitments
4. Non-Compete Provisions: Post-termination competition restrictions - include if parties agree to restrict future competition
5. Tax Matters: Allocation of tax liabilities and obligations - include if there are significant tax implications
6. Insurance: Handling of insurance policies and claims - include if there are active insurance policies
7. Dispute Resolution: Specific dispute resolution mechanisms - include if parties want alternative dispute resolution procedures
1. Schedule 1 - Asset Register: Detailed list of all joint venture assets and their agreed distribution
2. Schedule 2 - Settlement Statement: Detailed financial settlement calculations and payments
3. Schedule 3 - Outstanding Liabilities: List of all outstanding liabilities and their allocation
4. Schedule 4 - Contracts List: List of all contracts and their disposition (termination, assignment, or continuation)
5. Schedule 5 - Required Notices: List of all required notices to authorities, customers, and suppliers
6. Appendix A - Closing Actions: Checklist of actions required to complete the termination
7. Appendix B - Form of Public Announcement: Agreed form of any public statements about the termination
Authors
Agreement
Assets
Business Day
Closing Date
Commercial License
Completion
Confidential Information
Dissolution Date
Effective Date
Encumbrance
Governmental Authority
Initial Joint Venture Agreement
Intellectual Property Rights
Joint Venture
Joint Venture Company
Liabilities
Local Partner
Material Contracts
Original Shareholders
Personnel
Properties
Representatives
Settlement Amount
Settlement Date
Shareholder Loans
Termination Date
Third Party
Trade Secrets
Transaction Documents
Transfer
UAE
UAE Dirham
Definitions
Termination
Asset Distribution
Liability Allocation
Financial Settlement
Employee Transfer
Intellectual Property
Confidentiality
Non-Compete
Public Announcements
Tax Obligations
Dispute Resolution
Governing Law
Mutual Release
Indemnification
Representations and Warranties
Notice Requirements
Further Assurance
Entire Agreement
Severability
Assignment
Costs
Force Majeure
Third Party Rights
Regulatory Compliance
Business Records
Contract Novation
Asset Transfer
Insurance
Authority Notifications
Waiver
Amendment
Counterparts
Survival
Oil & Gas
Construction
Real Estate
Manufacturing
Technology
Healthcare
Retail & Consumer
Financial Services
Infrastructure
Hospitality & Tourism
Transportation & Logistics
Professional Services
Legal
Finance
Corporate Development
Strategy
Operations
Compliance
Risk Management
Business Development
Corporate Secretariat
Project Management
Executive Leadership
Chief Executive Officer
Managing Director
Chief Financial Officer
Legal Director
Commercial Director
Business Development Manager
Joint Venture Manager
Operations Director
Company Secretary
Head of Compliance
Finance Manager
Project Manager
Risk Manager
Strategy Director
Corporate Development Manager
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