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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."
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
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
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
Asset Distribution Plan
Business Day
Claim
Completion
Completion Date
Confidential Information
Effective Date
Encumbrance
Existing JV Agreement
Initial JV Agreement
Intellectual Property Rights
Joint Venture
JV Assets
JV Business
JV Company
JV Territory
Liabilities
Losses
Material Contracts
Original Parties
Parent Companies
Parties
Remaining Party
Settlement Amount
Settlement Statement
Shares
Subsidiaries
Surviving Provisions
Tax
Terminating Party
Termination Date
Third Party Contracts
Transfer Documents
Transitional Services
Working Capital
Definitions
Termination Date
Mutual Release
Asset Distribution
Financial Settlement
Share Transfer
Employee Matters
Intellectual Property Rights
Confidentiality
Non-Compete
Non-Solicitation
Third Party Contracts
Tax Matters
Indemnification
Warranties and Representations
Transitional Arrangements
Further Assurance
Costs and Expenses
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Surviving Provisions
Data Protection
Public Announcements
Record Retention
Outstanding Obligations
Asset Maintenance
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