Joint Venture Agreement Term Sheet Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
A Joint Venture Agreement Term Sheet is a crucial preliminary document used in the early stages of joint venture negotiations in Malaysia. It serves as a roadmap for the detailed joint venture agreement to follow, capturing the essential commercial terms and basic framework agreed upon by the parties. This document is particularly important in the Malaysian context as it helps ensure compliance with local regulatory requirements, including those under the Companies Act 2016, foreign investment regulations, and industry-specific laws. The term sheet typically precedes comprehensive due diligence and the drafting of final agreements, allowing parties to align their expectations and identify potential issues early in the negotiation process. It's especially valuable when dealing with cross-border joint ventures, as it helps address Malaysian-specific legal and regulatory considerations at an early stage.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

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

Relevant Teams

Legal

Corporate Development

Finance

Mergers & Acquisitions

Strategy

Compliance

Executive Leadership

Business Development

Corporate Secretariat

Risk Management

Investment

Operations

Relevant Roles

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

Industries
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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