Termination Of Joint Venture Agreement Template for England and Wales

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Key Requirements PROMPT example:

Termination Of Joint Venture Agreement

"I need a Termination of Joint Venture Agreement to dissolve a manufacturing JV between our UK company and a German partner, with specific provisions for IP rights and employee transfers, targeting completion by March 2025."

Document background
The Termination of Joint Venture Agreement is essential when parties decide to end their collaborative business arrangement. This document, governed by English and Welsh law, is used when joint venture partners agree to dissolve their partnership or when circumstances necessitate termination according to the original agreement's terms. It addresses crucial aspects such as asset division, intellectual property rights, employee matters, and ongoing obligations. The agreement ensures compliance with UK legislation while providing a structured approach to ending the business relationship and preventing future disputes.
Suggested Sections

1. Parties: Identification of all parties to the JV and termination agreement

2. Background/Recitals: Brief history of the JV, reference to original agreement, and reasons for termination

3. Definitions: Defined terms used throughout the agreement

4. Effective Date of Termination: Specific date when the termination becomes effective

5. Mutual Release: Parties' release from obligations under the original JV agreement

6. Asset Distribution: Division and transfer of JV assets between parties

7. Settlement of Accounts: Financial settlements and outstanding payments

8. Confidentiality: Ongoing obligations regarding confidential information

9. Governing Law: Confirmation of applicable law and jurisdiction

Optional Sections

1. Employee Transfers: Arrangements for staff transfers when JV has employees

2. IP Rights: Division of intellectual property rights when JV owned or developed IP

3. Third Party Contracts: Assignment or termination of external contracts when JV has ongoing contracts with third parties

4. Tax Provisions: Special tax considerations and allocations when complex tax implications exist

5. Non-Compete Provisions: Post-termination competition restrictions when parties wish to restrict future competition

Suggested Schedules

1. Asset Register: Detailed list of JV assets and their allocation

2. Financial Statement: Final accounts and financial position of JV

3. IP Register: List of intellectual property and its disposition

4. Employee Transfer Schedule: Details of employee transfers and arrangements

5. Third Party Contracts Schedule: List of contracts and their treatment post-termination

6. Settlement Statement: Detailed breakdown of financial settlements

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Companies Act 2006: Primary legislation governing company operations, including dissolution procedures, directors' duties, share transfers, and Companies House filing requirements for joint venture termination

Partnership Act 1890: Fundamental legislation for partnership-structured joint ventures, covering dissolution provisions, partner rights and obligations, and asset distribution rules

Law of Property (Miscellaneous Provisions) Act 1989: Key contract law legislation governing formalities of contracts and property transactions during JV termination

Employment Rights Act 1996: Essential legislation protecting employee rights during JV termination, including provisions for contract transfers and redundancies

Transfer of Undertakings (TUPE) Regulations 2006: Regulations protecting employees' rights when business ownership changes during JV termination

Copyright, Designs and Patents Act 1988: Legislation governing intellectual property rights transfer and protection during JV dissolution

Trade Marks Act 1994: Legislation governing trademark ownership, transfer, and licensing during JV termination

Competition Act 1998: Legislation ensuring JV termination complies with competition law and doesn't create market dominance issues

UK GDPR and Data Protection Act 2018: Data protection legislation governing the handling, transfer, and protection of personal data during JV termination

Insolvency Act 1986: Legislation governing insolvency procedures, asset distribution, and creditor rights during JV termination

Corporation Tax Act 2010: Tax legislation governing corporate tax implications of JV termination and asset transfers

Value Added Tax Act 1994: Legislation governing VAT implications during JV termination and asset transfers

Law of Property Act 1925: Fundamental property law governing the transfer of real property and assets during JV termination

Enterprise Act 2002: Legislation governing business competition and regulatory aspects of JV termination

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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