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Contractual Joint Venture
"I need a Contractual Joint Venture agreement under Singapore law for a technology partnership between my software company and a local telecommunications provider, with specific provisions for IP sharing and an initial term of 3 years starting January 2025."
1. Parties: Identification and details of all joint venture parties
2. Background/Recitals: Context of the joint venture and parties' intentions
3. Definitions: Key terms used throughout the agreement
4. Scope and Objectives: Detailed description of JV's purpose and business scope
5. Contributions: Parties' respective contributions (capital, assets, IP, etc.)
6. Management and Control: Decision-making process and management structure
7. Profit Sharing: Distribution of profits and losses
8. Term and Termination: Duration and termination provisions
9. Governing Law: Applicable law and jurisdiction
1. Non-Compete: Restrictions on competitive activities - used when parties operate in same/similar markets
2. Technology Transfer: Terms for technology sharing and usage - used for technology-focused JVs
3. Foreign Investment Provisions: Compliance with foreign investment laws - used when foreign parties are involved
4. Exit Mechanisms: Procedures for party exit or stake sale - used for long-term JVs or when requested by parties
1. Business Plan: Detailed operational and financial plans
2. Contribution Schedule: Detailed list of each party's contributions
3. IP Schedule: List of intellectual property rights and usage terms
4. Management Structure: Organizational chart and key personnel
5. Financial Projections: Expected financial performance and metrics
6. Key Performance Indicators: Agreed performance metrics and targets
Authors
Business
Business Day
Business Plan
Commencement Date
Confidential Information
Contributions
Control
Deadlock
Effective Date
Events of Default
Force Majeure
Intellectual Property Rights
Joint Venture
Joint Venture Interest
Key Performance Indicators
Management Committee
Material Adverse Change
Operating Costs
Parties
Project
Relevant Territory
Reserved Matters
SGD
Share
Shareholders
Term
Territory
Third Party
Transfer
Venture Assets
Working Capital
Formation of Joint Venture
Business Scope
Contributions and Funding
Capital Structure
Management and Control
Decision Making
Reserved Matters
Deadlock Resolution
Profit Distribution
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Technology Transfer
Representations and Warranties
Accounting and Records
Bank Accounts
Business Planning
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Exit Mechanisms
Term and Termination
Events of Default
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Costs and Expenses
Entire Agreement
Severability
Amendments
Third Party Rights
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