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Wholesale Joint Venture Agreement

Wholesale Joint Venture Agreement Template for Netherlands

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Key Requirements PROMPT example:

Wholesale Joint Venture Agreement

"I need a Wholesale Joint Venture Agreement under Dutch law for a partnership between a Dutch electronics distributor and a German manufacturer, with operations starting March 2025, focusing on Benelux distribution rights and including specific provisions for technology licensing and data protection."

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Document background
The Wholesale Joint Venture Agreement is essential for businesses seeking to combine resources and expertise in wholesale operations under Dutch jurisdiction. This document is typically used when two or more companies wish to establish a cooperative wholesale business structure while maintaining their separate corporate identities. It is particularly relevant for companies looking to expand their market presence, share operational costs, or combine complementary strengths in the wholesale sector. The agreement must comply with Dutch corporate law and EU competition regulations, making it suitable for both domestic and cross-border ventures. It includes detailed provisions for governance, capital contributions, profit sharing, operational management, and exit strategies, while addressing specific requirements of the wholesale industry such as distribution networks, inventory management, and supply chain operations.
Suggested Sections

1. Parties: Identification of the joint venture partners and their registered details

2. Background: Context of the joint venture and parties' intentions

3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement

4. Formation of Joint Venture: Legal structure, purpose, and scope of the joint venture

5. Capital Contributions: Initial and subsequent capital contributions by each party

6. Ownership and Shareholding: Distribution of shares/ownership interests and related rights

7. Management and Governance: Board structure, voting rights, and decision-making processes

8. Business Operations: Day-to-day management, business plan, and operational procedures

9. Financial Matters: Accounting, distributions, and financial reporting requirements

10. Competition and Territory: Geographic scope and non-compete provisions

11. Intellectual Property: IP ownership, licenses, and usage rights

12. Confidentiality: Protection of confidential information and trade secrets

13. Transfer Restrictions: Limitations on transfer of interests and pre-emptive rights

14. Term and Termination: Duration, termination events, and consequences

15. Dispute Resolution: Procedure for resolving disputes including jurisdiction and governing law

16. General Provisions: Standard boilerplate clauses including notices and amendments

Optional Sections

1. Employee Matters: Required if the JV will have employees - covers employment terms, transfers, and policies

2. Real Estate: Required if the JV will own or lease property - covers property rights and obligations

3. Environmental Compliance: Required for JVs in industries with environmental impact - covers environmental obligations

4. Supply Arrangements: Required if parties will supply goods/services to the JV - covers supply terms

5. Distribution Rights: Required if JV involves distribution arrangements - covers distribution terms and territories

6. Technology License: Required if technology transfer is involved - covers technology licensing terms

7. Parent Company Guarantees: Required if parent company guarantees are needed - covers guarantee terms

8. Regulatory Compliance: Required for heavily regulated industries - covers specific regulatory requirements

Suggested Schedules

1. Business Plan: Detailed business plan including market analysis and financial projections

2. Capital Contributions Schedule: Detailed breakdown of initial and committed capital contributions

3. Shareholders Agreement: Detailed shareholders' rights and obligations

4. Management Structure: Organizational chart and management responsibilities

5. IP Register: List of intellectual property rights and ownership

6. Territory Map: Geographical territories for operations and non-compete obligations

7. Reserved Matters: List of decisions requiring special approval

8. Initial Budget: Detailed budget for first operational period

9. Service Level Agreements: Performance standards for services provided to/by the JV

10. Transfer Pricing Policy: Guidelines for pricing of intercompany transactions

11. Form of Shareholder Loan Agreement: Template for any shareholder loans to the JV

12. Technical Specifications: Technical requirements for products or services

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreed Form
Annual Budget
Board
Business
Business Day
Business Plan
Capital Contribution
Commencement Date
Commercial Information
Completion
Confidential Information
Control
Deadlock
Default Event
Directors
Distribution Rights
Effective Date
Encumbrance
Exercise Notice
Exit Event
Fair Market Value
Financial Year
Force Majeure
Governance Rules
Group
Initial Capital
Intellectual Property Rights
Joint Venture
JV Company
Key Performance Indicators
Management Team
Material Adverse Change
Member
Operating Costs
Parent Company
Parties
Permitted Transferee
Principal Activities
Purchase Price
Quarter
Reserved Matters
Shareholders
Shareholders Agreement
Share Capital
Strategic Plan
Subsidiary
Supply Agreement
Territory
Third Party
Transfer
Valuation
Voting Rights
Wholesale Activities
Working Capital
Clauses
Parties and Formation
Definitions and Interpretation
Joint Venture Scope
Capital Contributions
Share Capital and Shareholding
Business Plan
Management and Governance
Shareholder Meetings
Board Meetings
Reserved Matters
Deadlock Resolution
Financial Matters
Profit Distribution
Banking Arrangements
Accounting and Audit
Business Operations
Territory and Market
Non-Competition
Supply Arrangements
Distribution Rights
Intellectual Property
Confidentiality
Data Protection
Personnel and Employment
Insurance
Regulatory Compliance
Anti-Corruption
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Exit Mechanisms
Termination Events
Consequences of Termination
Force Majeure
Representations and Warranties
Indemnification
Parent Company Guarantees
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Relevant Industries

Consumer Goods

Industrial Products

Agricultural Products

Electronics and Technology

Automotive Parts

Pharmaceuticals

Food and Beverage

Construction Materials

Textiles and Apparel

Chemical Products

Energy and Utilities

Medical Supplies

Relevant Teams

Legal

Corporate Development

Finance

Operations

Supply Chain

Commercial

Business Development

Risk and Compliance

Strategy

International Trade

Distribution

Procurement

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Financial Officer

Commercial Director

Legal Counsel

Head of Business Development

Supply Chain Director

Operations Manager

Strategic Partnership Manager

Wholesale Director

Distribution Manager

Corporate Development Director

General Counsel

Risk Manager

Compliance Officer

Finance Director

Industries
Dutch Civil Code (Burgerlijk Wetboek) - Book 2: Contains provisions on legal entities and corporate structures, crucial for establishing the joint venture entity
Dutch Civil Code (Burgerlijk Wetboek) - Book 6: General provisions on obligations and contracts, including contract formation, performance, and breach
Dutch Competition Act (Mededingingswet): Regulates competition and market behavior, including provisions on cooperation between businesses and merger control
EU Competition Law - Article 101 TFEU: European competition law provisions affecting agreements between undertakings that may affect trade between Member States
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Tax regulations affecting corporate entities and joint ventures
Dutch Commercial Code (Wetboek van Koophandel): Regulations concerning commercial transactions and wholesale trade
Dutch Works Council Act (Wet op de ondernemingsraden): Employee participation rights and consultation requirements for larger business entities
EU General Data Protection Regulation (GDPR): Data protection requirements affecting business operations and data sharing between joint venture partners
Dutch Trade Register Act (Handelsregisterwet): Requirements for registration of the joint venture in the Dutch Commercial Register
Dutch Merger Code (SER Fusiegedragsregels): Rules governing the process of business combinations and protecting stakeholder interests
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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