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1. Parties: Identification and details of all parties entering into the JV agreement
2. Background: Context of the JV formation, including business objectives and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation of Joint Venture: Details of JV company formation, including name, registered office, and business objectives
5. Capital Structure: Share capital, shareholding pattern, and initial capital contributions
6. Board of Directors: Board composition, appointment rights, voting rights, and meeting procedures
7. Shareholder Rights: Voting rights, reserved matters, and decision-making processes
8. Business Plan and Finance: Initial business plan, funding requirements, and financial management
9. Transfer of Shares: Restrictions on share transfers, right of first refusal, tag-along and drag-along rights
10. Representations and Warranties: Parties' representations regarding their capacity and authority
11. Covenants: Ongoing obligations of the parties
12. Term and Termination: Duration of agreement and circumstances for termination
13. Confidentiality: Protection of confidential information and trade secrets
14. Dispute Resolution: Mechanism for resolving disputes, including arbitration provisions
15. Governing Law: Applicable law and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete: Restrictions on competitive activities, used when parties have competing businesses
2. Intellectual Property Rights: IP ownership and licensing provisions, needed when JV involves significant IP
3. Technology Transfer: Terms for technology transfer between parties, relevant for technical collaborations
4. Employee Matters: Employment and secondment arrangements, important when staff transfer is involved
5. Environmental Compliance: Environmental obligations, necessary for manufacturing or industrial JVs
6. Foreign Investment Compliance: FEMA compliance provisions, required for JVs with foreign partners
7. Exit Strategy: Detailed exit mechanisms, important for temporary or project-specific JVs
8. Anti-Corruption Compliance: Anti-bribery and corruption provisions, crucial for international JVs
9. Force Majeure: Provisions for unforeseen circumstances, important in long-term or high-risk ventures
1. Schedule 1 - Details of JV Company: Corporate information, shareholding structure, and registered office details
2. Schedule 2 - Initial Business Plan: Detailed business plan including projections and operational strategy
3. Schedule 3 - Capital Contributions: Details of initial and planned capital contributions by each party
4. Schedule 4 - Reserved Matters: List of decisions requiring special approval
5. Schedule 5 - Key Personnel: Details of key management positions and initial appointments
6. Schedule 6 - Assets and Intellectual Property: List of assets and IP being contributed to the JV
7. Schedule 7 - Technical Services Agreement: Terms of technical support or know-how transfer
8. Schedule 8 - License Agreements: Details of any licenses granted between parties or to the JV
9. Schedule 9 - Company Policies: Key corporate policies and procedures
10. Appendix A - Shareholders Agreement: Detailed shareholders' rights and obligations
11. Appendix B - Forms of Ancillary Agreements: Template agreements for implementation of JV terms
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