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Project Joint Venture Agreement

Project Joint Venture Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Project Joint Venture Agreement

"I need a Project Joint Venture Agreement for a partnership between my UAE construction company and a German engineering firm, where we will jointly develop a solar power plant in Dubai with 60-40 ownership split, with operations expected to commence in March 2025."

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Document background
The Project Joint Venture Agreement is a crucial document used when two or more parties wish to collaborate on a specific project in the United Arab Emirates while maintaining their separate legal identities. This agreement type is particularly relevant in the UAE's dynamic business environment, where local and international companies often partner for large-scale projects. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and other relevant regulations, including foreign ownership restrictions and industry-specific requirements. It typically includes detailed provisions for project scope, capital contributions, profit sharing, governance structure, management responsibilities, and exit mechanisms. The agreement is essential for projects requiring combined expertise, resources, or local partner participation, and often serves as the foundational document for project-specific joint ventures in sectors such as construction, infrastructure, energy, and technology.
Suggested Sections

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

2. Background: Context of the joint venture formation, project overview, and parties' objectives

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

4. Joint Venture Scope and Formation: Detailed description of project scope, business activities, and formation of the joint venture entity

5. Capital Contributions: Details of initial and future capital contributions, including cash, assets, and services

6. Ownership and Share Structure: Shareholding percentages, share classes, and compliance with UAE ownership requirements

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

8. Business Plan and Budget: Initial business plan, budget requirements, and process for updates

9. Financial Matters: Financial management, distributions, accounting principles, and audit requirements

10. Restrictions and Obligations: Non-compete provisions, confidentiality obligations, and other restrictive covenants

11. Transfer of Shares: Share transfer restrictions, right of first refusal, tag-along and drag-along rights

12. Term and Termination: Duration of the joint venture and grounds for termination

13. Exit Mechanisms: Procedures for party exit, including buy-out provisions and valuation mechanisms

14. Dispute Resolution: Dispute resolution procedures, governing law, and jurisdiction provisions

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

Optional Sections

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

2. Employment and Secondment: Needed when staff will be seconded from parent companies or when addressing UAE sponsorship requirements

3. Project Execution: Required for project-specific joint ventures with detailed execution requirements

4. Marketing and Branding: Relevant when the JV will develop its own brand or use partners' brands

5. Environmental Compliance: Required for projects with environmental impact considerations

6. Technology Transfer: Needed when the JV involves significant technology transfer between parties

7. Local Content Requirements: Required when project must meet specific UAE local content requirements

8. Free Zone Provisions: Required when the JV will operate in a UAE free zone

Suggested Schedules

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

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

3. Board and Management Structure: Organizational chart and detailed governance procedures

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

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

6. Technical Specifications: Technical requirements and specifications for the project

7. Service Level Agreements: Performance standards for services provided by or to the joint venture

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

9. Initial Budget: Detailed initial operating budget and capital expenditure plan

10. Share Transfer Procedures: Detailed procedures and forms for share transfers

11. Deed of Adherence: Template for new parties joining the joint venture

12. Completion Requirements: Checklist of requirements for project completion or milestones

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
Authority
Board
Business Day
Business Plan
Capital Contribution
Chairman
Commencement Date
Completion Date
Confidential Information
Deadlock
Default Event
Director
Effective Date
Encumbrance
Financial Year
Force Majeure
Governing Law
Initial Budget
Intellectual Property Rights
Joint Venture
Joint Venture Company
Key Performance Indicators
Management Committee
Managing Director
Material Breach
Parties
Project
Project Manager
Project Site
Quarter
Reserved Matters
Shareholder
Shares
Subsidiary
Tag Along Rights
Drag Along Rights
Technical Services
Territory
Transfer
UAE
UAE Commercial Companies Law
Valuation
Working Capital
Clauses
Formation of Joint Venture
Capital Contributions
Ownership Structure
Board Composition
Management Rights
Voting Rights
Reserved Matters
Business Planning
Project Execution
Financial Management
Profit Distribution
Share Transfer Restrictions
Tag Along Rights
Drag Along Rights
Pre-emptive Rights
Non-Competition
Confidentiality
Intellectual Property
Employment and Secondment
Technical Services
Force Majeure
Termination
Exit Mechanisms
Buy-out Rights
Deadlock Resolution
Dispute Resolution
Governing Law
Notices
Assignment
Third Party Rights
Amendments
Severability
Entire Agreement
Counterparts
Relevant Industries

Construction

Real Estate Development

Infrastructure

Energy

Oil & Gas

Technology

Healthcare

Manufacturing

Transportation

Renewable Energy

Tourism & Hospitality

Education

Telecommunications

Defense & Security

Relevant Teams

Legal

Corporate Development

Business Development

Finance

Operations

Project Management

Risk & Compliance

Strategy

Commercial

Mergers & Acquisitions

Corporate Affairs

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Legal Director

Chief Legal Officer

Project Director

Business Development Director

Chief Financial Officer

Commercial Director

Operations Director

Joint Venture Manager

Corporate Development Manager

Risk Manager

Compliance Officer

Project Manager

Contract Manager

Investment Manager

Strategy Director

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing company formation, operations, and business relationships in the UAE. It provides the legal framework for different types of companies and joint ventures.
UAE Federal Law No. 5 of 1985 (Civil Code): Governs general contractual obligations, legal relationships between parties, and principles of contract formation and enforcement.
UAE Federal Decree-Law No. 19 of 2018 (FDI Law): Regulates foreign direct investment and ownership restrictions in UAE companies, crucial for determining JV structure and ownership splits.
UAE Federal Law No. 4 of 2012 (Competition Law): Regulates anti-competitive practices and economic concentrations, relevant for joint venture market activities.
UAE Federal Decree-Law No. 33 of 2021 (Labor Law): Governs employment relationships and must be considered for staffing aspects of the joint venture.
UAE Federal Law No. 11 of 1992 (Civil Procedure Law): Relevant for dispute resolution provisions and enforcement of contractual obligations.
UAE Federal Law No. 24 of 2006 (Consumer Protection Law): May be relevant depending on the nature of the joint venture's business activities and interaction with consumers.
UAE Federal Law No. 4 of 2000 (UAE Securities and Commodities Authority Law): Relevant if the joint venture involves listed companies or plans for future listing.
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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