JV Term Sheet Template for United States

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Key Requirements PROMPT example:

Jv Term Sheet

"I need a JV Term Sheet for a proposed joint venture between a US-based technology company and a European software developer, focusing on AI development, with initial capital contributions of $50M and plans to launch operations by March 2025."

Document background
The JV Term Sheet is a crucial preliminary document used when two or more parties intend to form a joint venture but need to outline and agree upon key terms before proceeding with detailed legal documentation. It serves as a roadmap for the transaction, capturing the parties' intentions and commercial understanding while remaining largely non-binding. The document is particularly important in the United States context, where it must consider various legal frameworks including federal securities laws, state corporate laws, and antitrust regulations. It typically precedes more comprehensive agreements and helps identify potential issues early in the negotiation process. The Term Sheet includes essential elements such as capital structure, governance, operational control, and exit mechanisms, while considering jurisdiction-specific requirements and industry regulations.
Suggested Sections

1. Parties: Identification of the proposed JV partners and their corporate details

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

3. Definitions: Key terms used throughout the term sheet

4. JV Structure: Proposed legal structure, jurisdiction, and form of the joint venture

5. Business Purpose: Defined scope and objectives of the joint venture

6. Capital Contributions: Initial and subsequent funding commitments from each party

7. Ownership Structure: Equity split and share classes (if applicable)

8. Management and Control: Governance structure, board composition, and voting rights

9. Key Business Terms: Core commercial terms including profit sharing and distribution policy

10. Transfer Restrictions: Limitations on transfer of JV interests and right of first refusal provisions

11. Confidentiality: Non-disclosure obligations regarding the proposed transaction

12. Exclusivity: Period during which parties cannot negotiate with others (if applicable)

13. Binding Provisions: Specifying which terms are legally binding

14. Timeline: Expected schedule for due diligence and definitive agreements

15. Governing Law: Applicable law and jurisdiction for the term sheet

Optional Sections

1. Intellectual Property Rights: IP ownership and licensing arrangements, used when JV involves significant IP

2. Employment Matters: Key personnel arrangements and restrictions, relevant when JV involves staff transfers

3. Real Estate: Property contributions or leasing arrangements, included when JV involves real estate

4. Regulatory Approvals: Required governmental or regulatory clearances, included for regulated industries

5. Technology Transfer: Terms for sharing or developing technology, relevant for technology-focused JVs

6. Territory Restrictions: Geographic limitations on JV operations, important for international JVs

7. Competition Restrictions: Non-compete and non-solicitation provisions, used when parties remain competitors

8. Exit Mechanisms: Detailed exit strategies including buy-out rights, included for complex JVs

9. Force Majeure: Provisions for unforeseen circumstances, relevant for high-risk operations

10. Environmental Matters: Environmental compliance and liability allocation, important for industrial JVs

Suggested Schedules

1. Initial Business Plan: High-level overview of proposed business operations and strategy

2. Capital Contribution Schedule: Detailed breakdown of each party's initial and planned contributions

3. Ownership Structure Chart: Visual representation of proposed ownership and corporate structure

4. Key Personnel: List of critical management positions and proposed appointments

5. Assets Schedule: List of assets to be contributed by each party to the JV

6. IP Schedule: List of intellectual property to be licensed or transferred to the JV

7. Timeline and Milestones: Detailed schedule of key dates and deliverables

8. Pre-Completion Conditions: List of conditions to be satisfied before definitive agreements

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Energy

Healthcare

Real Estate

Financial Services

Telecommunications

Mining and Natural Resources

Infrastructure

Consumer Goods

Automotive

Pharmaceuticals

Agriculture

Transportation and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Finance

Strategy

Business Development

Mergers & Acquisitions

Risk Management

Compliance

Tax

Operations

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Development Director

Business Development Manager

Head of Strategy

Chief Operating Officer

Investment Director

Senior Legal Counsel

Corporate Secretary

Chief Commercial Officer

Mergers & Acquisitions Director

Joint Venture Manager

Strategic Partnerships Director

Risk Management Officer

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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A US law-governed preliminary document outlining key terms and conditions for a proposed joint venture, serving as a framework for definitive agreements.

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A preliminary document under US law that outlines the key terms and conditions of a proposed investment, serving as the basis for definitive investment agreements.

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