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Joint Venture Agreement (Real Estate)
1. Parties: Identification of the JV partners and their legal details
2. Background: Context of the JV formation and partners' objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Formation of the Joint Venture: Legal structure, name, and purpose of the JV entity
5. Capital Contributions and Financing: Details of initial and future contributions, including property assets and funding commitments
6. Property Specific Provisions: Details about the real estate assets, development plans, and property management
7. Business Plan and Budget: Agreed business strategy, development timeline, and financial projections
8. Management and Control: Governance structure, decision-making processes, and voting rights
9. Reserved Matters: Decisions requiring unanimous or special majority approval
10. Properties and Assets: Management and disposal of JV properties and other assets
11. Distribution Policy: Profit sharing, dividend policy, and distribution mechanisms
12. Transfer of Interests: Rules regarding transfer of JV interests and right of first refusal
13. Default: Events of default and consequences
14. Termination: Circumstances and procedures for terminating the JV
15. Confidentiality: Protection of confidential information and trade secrets
16. Governing Law and Jurisdiction: Confirmation of Danish law application and dispute resolution mechanisms
1. Development Management: Include when the JV involves property development activities
2. Property Management: Include when the JV will manage rental properties
3. Environmental Matters: Include detailed environmental provisions for brownfield sites or environmentally sensitive properties
4. Intellectual Property: Include when the JV involves branded properties or proprietary development methods
5. Employment Matters: Include when the JV will have direct employees
6. Tax Matters: Include detailed tax provisions for complex property holding structures
7. Anti-corruption Compliance: Include for international partners or public sector involvement
8. Force Majeure: Include specific force majeure provisions for development projects
1. Property Schedule: Details of all properties contributed to or owned by the JV
2. Capital Contributions Schedule: Detailed breakdown of each partner's contributions
3. Business Plan: Detailed initial business plan and development strategy
4. Management Structure: Organizational chart and management responsibilities
5. Reserved Matters List: Comprehensive list of decisions requiring special approval
6. Service Level Agreement: Standards for property/development management services
7. Form of Shareholder Loan Agreement: Template for any shareholder financing
8. Property Management Agreement: Terms for ongoing property management
9. Development Management Agreement: Terms for development management services
10. Initial Budget: Detailed financial projections and budgets
11. Transfer Procedures: Detailed procedures for interest transfers
12. Valuation Methodology: Agreed methods for property and interest valuations
Authors
Additional Capital Contribution
Affiliate
Approved Budget
Board
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Change of Control
Completion
Confidential Information
Construction Contract
Control
Danish Companies Act
Default Event
Default Notice
Development Manager
Development Plan
Distribute/Distribution
Effective Date
Encumbrance
Environmental Law
Event of Default
Exit Event
Fair Market Value
Financial Year
Force Majeure Event
Holding Company
Initial Business Plan
Initial Capital Contribution
Initial Property
Insolvency Event
Interest
JV Company
Lease
Lender
Management Agreement
Managing Partner
Material Adverse Change
Member/Partner
Occupational Lease
Operating Account
Operating Costs
Party/Parties
Percentage Interest
Permitted Transfer
Planning Permission
Project
Property
Property Management Agreement
Property Manager
Purchase Price
Relevant Market
Reserved Matters
Security Interest
Service Charge
Shareholder Loan
Subsidiary
Tag-Along Right
Target Return
Tax
Territory
Third Party
Transfer
Valuation
Capital Contribution
Property Transfer
Development Rights
Management and Control
Reserved Matters
Business Planning
Funding
Property Management
Construction and Development
Environmental Compliance
Leasing
Distribution of Profits
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Pre-emption Rights
Default
Buy-out Rights
Deadlock
Force Majeure
Property Insurance
Warranties and Representations
Competition
Confidentiality
Anti-corruption
Data Protection
Intellectual Property
Employment
Tax Matters
Regulatory Compliance
Property Registration
Assignment
Termination
Dispute Resolution
Governing Law
Liability
Indemnification
Notices
Entire Agreement
Severability
Costs and Expenses
Further Assurance
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