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Joint Venture Agreement Term Sheet
"I need a Joint Venture Agreement Term Sheet for a proposed manufacturing JV between our Malaysian tech company and a Japanese automotive parts manufacturer, with an intended completion date of March 2025 and initial investment of RM 50 million."
1. Parties: Identification of the proposed JV partners, including full legal names and registration details
2. Background: Context of the proposed joint venture and parties' intentions
3. Definitions: Key terms used throughout the term sheet
4. JV Purpose and Scope: Defined objectives and scope of the proposed joint venture
5. Capital Structure: Proposed shareholding, capital contributions, and funding requirements
6. Business Plan Overview: High-level summary of intended business operations and strategy
7. Management Structure: Proposed governance structure, board composition, and key management positions
8. Key Commercial Terms: Essential business terms including profit sharing and distribution policy
9. Regulatory Compliance: Key regulatory requirements and necessary approvals under Malaysian law
10. Timeline: Proposed schedule for due diligence, definitive agreements, and JV formation
11. Confidentiality: Terms regarding confidential information exchange
12. Exclusivity: Period and terms of exclusive negotiations
13. Binding Effect: Clarification of which terms are binding and non-binding
14. Governing Law: Confirmation of Malaysian law as governing law
1. Foreign Investment Provisions: Required when foreign investors are involved, addressing FIC guidelines and foreign ownership restrictions
2. Industry-Specific Requirements: Include when JV operates in regulated industries (e.g., manufacturing, financial services)
3. Intellectual Property Rights: Include when IP will be contributed to or developed by the JV
4. Technology Transfer: Required when the JV involves significant technology transfer between parties
5. Environmental Compliance: Include for JVs in industries with environmental impact
6. Employment Matters: Include when significant employment arrangements need to be addressed
7. Islamic Finance Compliance: Required when the JV needs to comply with Shariah principles
8. Competition Compliance: Include when JV size or market impact triggers competition law considerations
1. Appendix A - Capital Structure: Detailed breakdown of proposed shareholding and capital contributions
2. Appendix B - Business Plan Summary: Key elements of the proposed business plan and financial projections
3. Appendix C - Management Structure: Detailed organizational chart and management positions
4. Appendix D - Key Assets: List of significant assets to be contributed by each party
5. Appendix E - Timeline: Detailed implementation timeline and key milestones
6. Appendix F - Due Diligence Requirements: Outline of required due diligence items and process
7. Appendix G - Regulatory Requirements: List of required regulatory approvals and compliance matters
8. Appendix H - Reserved Matters: List of decisions requiring special approval or unanimous consent
Authors
Board
Business
Business Day
Business Plan
Capital Contribution
Companies Act
Completion
Confidential Information
Directors
Due Diligence
Effective Date
Encumbrance
Financial Year
Governmental Authority
Intellectual Property Rights
Joint Venture Company
Management Committee
Material Adverse Change
Memorandum of Association
Party
Regulatory Approval
Reserved Matter
Ringgit Malaysia
Shareholders Agreement
Shares
Subsidiary
Territory
Transfer
Voting Rights
Background
Definitions
Purpose
JV Structure
Capital Contribution
Shareholding
Business Scope
Territory
Management Structure
Board Composition
Voting Rights
Reserved Matters
Transfer Restrictions
Preemptive Rights
Tag-Along Rights
Drag-Along Rights
Dividend Policy
Regulatory Compliance
Non-Competition
Confidentiality
Intellectual Property
Technology Transfer
Deadlock Resolution
Exit Mechanisms
Termination
Governing Law
Dispute Resolution
Exclusivity
Due Diligence
Implementation Timeline
Costs
Binding Effect
Manufacturing
Technology
Real Estate Development
Financial Services
Healthcare
Energy and Utilities
Agriculture and Plantation
Infrastructure and Construction
Telecommunications
Automotive
Islamic Finance
Oil and Gas
Retail and Consumer Goods
Education
Logistics and Transportation
Legal
Corporate Development
Finance
Mergers & Acquisitions
Strategy
Compliance
Executive Leadership
Business Development
Corporate Secretariat
Risk Management
Investment
Operations
Chief Executive Officer
Chief Legal Officer
Chief Financial Officer
Corporate Legal Counsel
Business Development Director
Investment Manager
Company Secretary
Head of Mergers & Acquisitions
Corporate Strategy Director
Managing Director
Commercial Director
Head of Compliance
Chief Operating Officer
Regional Director
Joint Venture Manager
Corporate Development Manager
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