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Termination Of Joint Venture Agreement
"I need a Termination of Joint Venture Agreement for a UAE-based manufacturing joint venture between our local company and a German partner, with asset distribution to be completed by March 2025 and specific provisions for ongoing IP licensing arrangements."
1. Parties: Identification of all parties to the termination agreement, including the original joint venture partners
2. Background: Recitals detailing the original joint venture agreement, its purpose, and the context for termination
3. Definitions: Definitions of key terms used in the agreement, including references to original joint venture terms
4. Termination Date: Specific date when the joint venture will terminate and cease operations
5. Mutual Agreement to Terminate: Express agreement of all parties to terminate the joint venture
6. Settlement of Accounts: Provisions for final accounting, settlement of inter-company accounts, and treatment of profits/losses
7. Asset Distribution: Detailed provisions for the distribution or disposal of joint venture assets
8. Employee Matters: Handling of employee transfers, terminations, and related liabilities
9. Intellectual Property Rights: Division or licensing of IP rights post-termination
10. Confidentiality: Ongoing obligations regarding confidential information
11. Release and Discharge: Mutual release from obligations under the original agreement, subject to specified exceptions
12. Surviving Provisions: Identification of provisions that continue after termination
13. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on competition post-termination, if agreed between parties
2. Tax Matters: Specific provisions for handling tax liabilities and obligations, particularly relevant for international joint ventures
3. Transition Services: Arrangements for continued services during a transition period, if required
4. Customer/Supplier Contracts: Provisions for handling existing commercial relationships and contracts
5. Dispute Resolution Mechanism: Specific procedures for resolving disputes during the termination process
6. Force Majeure Effects: If termination is related to force majeure events, specific provisions handling consequential matters
7. Regulatory Compliance: Special provisions for regulatory compliance, particularly relevant for regulated industries or free zone entities
1. Schedule 1 - Asset Distribution Schedule: Detailed list of assets and their agreed distribution between parties
2. Schedule 2 - Settlement Statement: Financial statement showing final settlement figures and adjustments
3. Schedule 3 - Intellectual Property Assignment: Specific arrangements for IP transfer or licensing
4. Schedule 4 - Employee Transfer List: List of employees and their post-termination arrangements
5. Schedule 5 - Outstanding Obligations: List of ongoing obligations and their handling
6. Appendix A - Original Joint Venture Agreement: Copy of the original agreement being terminated
7. Appendix B - Board Resolutions: Relevant board resolutions approving the termination
8. Appendix C - Required Regulatory Approvals: Copies of any required regulatory or governmental approvals for the termination
Authors
Original Joint Venture Agreement
Effective Date
Termination Date
Joint Venture
Joint Venture Company
Party/Parties
Board
Business Day
Completion
Confidential Information
Distributed Assets
Encumbrance
Force Majeure
Intellectual Property Rights
JV Territory
Liabilities
Licensed IP
Original Parties
Parent Company
Representatives
Retained Assets
Settlement Statement
Shared Assets
Surviving Provisions
Transition Period
UAE
Working Capital
Material Contracts
Regulatory Approvals
Employee Transfer Date
Completion Obligations
Distribution Statement
Exit Notice
Free Zone Authority
Governmental Authority
Outstanding Obligations
Release Date
Settlement Amount
Termination Notice
Third Party Rights
Transfer Documents
Undisclosed Liabilities
Warranties
Recitals
Definitions
Interpretation
Termination
Asset Distribution
Liability Settlement
Financial Settlement
Employee Matters
Intellectual Property
Confidentiality
Non-Compete
Non-Solicitation
Release and Discharge
Representations and Warranties
Tax Matters
Transition Arrangements
Regulatory Compliance
Further Assurance
Costs and Expenses
Notices
Assignment
Third Party Rights
Severability
Entire Agreement
Amendments
Force Majeure
Governing Law
Dispute Resolution
Surviving Provisions
Counterparts
Oil & Gas
Construction
Manufacturing
Technology
Real Estate
Healthcare
Retail & Consumer
Financial Services
Transportation & Logistics
Energy & Utilities
Telecommunications
Professional Services
Hospitality & Tourism
Legal
Finance
Corporate Strategy
Operations
Human Resources
Compliance
Risk Management
Corporate Secretariat
Business Development
Commercial Operations
Project Management
Internal Audit
Chief Executive Officer
Managing Director
Chief Legal Officer
General Counsel
Legal Director
Chief Financial Officer
Finance Director
Business Development Director
Operations Director
Commercial Director
Joint Venture Manager
Corporate Secretary
Compliance Officer
Risk Manager
Project Director
Strategy Director
Human Resources Director
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