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Joint Venture Management Agreement
"Need a Joint Venture Management Agreement for a technology manufacturing partnership between our Singapore-based company and a Japanese corporation, with specific provisions for IP sharing and technology transfer, to be effective from March 2025."
1. Parties: Identification and details of all parties to the joint venture
2. Background: Context and purpose of the joint venture arrangement
3. Definitions: Key terms used throughout the agreement
4. Formation of Joint Venture: Structure, ownership, and establishment details
5. Management Structure: Governance framework, board composition, voting rights
6. Capital Contributions: Initial and ongoing funding obligations
7. Decision Making: Process for key decisions and reserved matters
8. Profit Distribution: Mechanism for sharing profits and losses
9. Term and Termination: Duration and circumstances for termination
1. Intellectual Property Rights: IP ownership and licensing arrangements - include when JV involves significant IP assets
2. Non-Competition: Restrictions on competing activities - include when parties operate in same industry
3. Employee Matters: Staff transfers and employment policies - include when JV involves employee transfers
4. Technology Transfer: Terms for technology sharing and usage - include when JV involves technology transfer
1. Business Plan: Detailed operational and financial projections
2. Asset Schedule: List of assets contributed by each party
3. Share Capital Structure: Detailed breakdown of shareholding
4. Reserved Matters: List of decisions requiring special approval
5. Key Personnel: Details of important management positions
6. Service Level Agreements: Operational performance standards
Authors
Agreement
Board
Business
Business Day
Business Plan
Capital Contribution
Completion
Completion Date
Confidential Information
Control
Directors
Effective Date
Encumbrance
Financial Year
Force Majeure
Governing Law
Intellectual Property Rights
Joint Venture
JV Company
Management Committee
Material Adverse Change
Operating Budget
Parent Company
Parties
Reserved Matters
Shareholders
Shareholders' Agreement
Shares
Singapore
Subsidiary
Tag-Along Rights
Territory
Third Party
Transfer
Voting Rights
Formation of Joint Venture
Business of the Joint Venture
Capital Contributions
Shareholding Structure
Board Composition
Management and Control
Reserved Matters
Shareholder Meetings
Business Planning
Funding Requirements
Distribution Policy
Transfer of Shares
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Deadlock Resolution
Non-Competition
Confidentiality
Intellectual Property Rights
Technology Transfer
Employee Matters
Financial Matters
Accounting and Audit
Information Rights
Anti-Corruption Compliance
Force Majeure
Term and Termination
Exit Mechanisms
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendments
Costs and Expenses
Third Party Rights
Counterparts
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