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Real Estate Joint Venture Agreement
"I need a Real Estate Joint Venture Agreement for a partnership between a Lagos-based property developer and a foreign investment firm to develop a mixed-use commercial complex, with a 60-40 profit sharing arrangement and development to commence in March 2025."
1. Parties: Identification and details of all parties entering into the joint venture agreement
2. Background: Context of the joint venture, including brief description of the property and parties' intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Joint Venture Structure: Legal structure of the venture, ownership percentages, and initial contributions
5. Property Details: Detailed description of the real estate asset(s) subject to the joint venture
6. Capital Contributions: Initial and ongoing capital contributions, including valuation of non-cash contributions
7. Management and Control: Governance structure, decision-making processes, and management responsibilities
8. Profit and Loss Sharing: Distribution of profits, losses, and cash flow arrangements
9. Transfer of Interests: Restrictions on transfer of ownership interests and right of first refusal provisions
10. Representations and Warranties: Statements of fact and assurances from each party
11. Covenants: Ongoing obligations and commitments of the parties
12. Default and Remedies: Events of default and corresponding remedies available to parties
13. Termination: Circumstances and procedures for terminating the joint venture
14. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
15. Confidentiality: Protection of confidential information and trade secrets
16. Notices: Process for giving formal notices under the agreement
17. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Development Plan: Include when the joint venture involves property development, detailing construction plans and timelines
2. Financing Arrangements: Include when external financing is part of the venture structure
3. Environmental Matters: Include when there are specific environmental concerns or requirements
4. Employment Matters: Include when the joint venture will have direct employees
5. Intellectual Property: Include when the venture involves branded properties or proprietary development methods
6. Marketing and Branding: Include when specific marketing arrangements or brand usage rights are part of the venture
7. Pre-emptive Rights: Include when parties want specific rights to purchase additional shares or property
8. Force Majeure: Include when parties want specific provisions for unforeseen circumstances
9. Tax Matters: Include when specific tax planning arrangements are part of the venture structure
1. Schedule 1 - Property Description: Detailed legal description of the property, including title documents and surveys
2. Schedule 2 - Initial Contributions: Detailed breakdown of each party's initial contributions, including valuations
3. Schedule 3 - Business Plan: Detailed business plan including financial projections and operational strategies
4. Schedule 4 - Management Procedures: Detailed procedures for management meetings, voting, and decision-making
5. Schedule 5 - Development Timeline: If applicable, detailed timeline for property development or renovation
6. Schedule 6 - Required Approvals: List of required governmental and regulatory approvals
7. Schedule 7 - Form of Transfer Notice: Template for notices related to transfer of interests
8. Appendix A - Property Documents: Copies of relevant property documents, including title and permits
9. Appendix B - Financial Models: Detailed financial models and projections
10. Appendix C - Technical Reports: Any relevant technical, environmental, or structural reports
Authors
Affiliate
Applicable Law
Assets
Board
Business Day
Business Plan
Capital Account
Capital Contribution
Certificate of Occupancy
Commencement Date
Company
Completion Date
Confidential Information
Construction Contract
Construction Period
Developer
Development
Development Costs
Development Period
Development Plan
Development Property
Distributable Profits
Effective Date
Environmental Laws
Event of Default
Exit Event
Financial Year
Force Majeure Event
Funding Date
Governor's Consent
Initial Capital Contribution
Interest
Joint Venture
Joint Venture Property
Land
Land Use Act
Management Committee
Material Adverse Effect
Member
Operating Costs
Party/Parties
Permitted Use
Planning Permission
Project
Project Account
Project Documents
Property
Property Manager
Regulatory Approvals
Related Party
Relevant Authority
Representatives
Right of Occupancy
Schedule
Security Interest
Share
Shareholders
Statutory Right of Occupancy
Tag-Along Rights
Term
Territory
Third Party
Transfer
Valuation
Venture Interest
Recitals
Definitions
Joint Venture Structure
Capital Contributions
Property Rights
Land Use and Development
Management and Control
Decision Making
Financial Matters
Profit Distribution
Loss Allocation
Operating Procedures
Development Obligations
Construction Requirements
Environmental Compliance
Regulatory Compliance
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Competition and Non-Compete
Confidentiality
Intellectual Property
Representations and Warranties
Indemnification
Force Majeure
Insurance
Default
Termination
Exit Mechanisms
Dispute Resolution
Governing Law
Assignment
Notices
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Third Party Rights
Counterparts
Real Estate
Construction
Property Development
Commercial Property
Residential Property
Infrastructure Development
Urban Planning
Property Investment
Hospitality
Retail Development
Legal
Real Estate Development
Investment
Finance
Project Management
Construction Management
Business Development
Risk Management
Asset Management
Corporate Strategy
Chief Executive Officer
Real Estate Development Director
Investment Manager
Legal Counsel
Property Development Manager
Chief Financial Officer
Project Manager
Construction Manager
Asset Manager
Risk Manager
Business Development Director
Land Acquisition Manager
Property Portfolio Manager
Joint Venture Manager
Real Estate Investment Analyst
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