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Termination Of Joint Venture Agreement
"I need a Termination of Joint Venture Agreement for dissolving a manufacturing joint venture between our US and Japanese companies, with specific provisions for IP rights and equipment distribution, to be effective from March 1, 2025."
1. Parties: Identification of all joint venture parties involved in the termination
2. Background/Recitals: Brief history of the joint venture and reasons for termination
3. Definitions: Key terms used throughout the agreement
4. Effective Date of Termination: Specific date when the termination becomes effective
5. Asset Distribution: Terms for division and transfer of joint venture assets
6. Liabilities and Obligations: Allocation of existing debts and ongoing obligations
7. Final Accounting: Process for final financial settlement between parties
8. Mutual Release: Release of claims between parties
1. Intellectual Property Rights: Division of IP rights when JV involved creation or use of IP
2. Employee Matters: Treatment of joint venture employees when JV had direct employees
3. Non-Compete Provisions: Post-termination competition restrictions when parties wish to restrict future competition
4. Transitional Services: Temporary continuation of certain services when gradual wind-down is needed
1. Asset Distribution Schedule: Detailed list of assets and their allocation
2. Financial Settlement Schedule: Detailed accounting of final financial positions
3. Ongoing Contracts Schedule: List of contracts requiring assignment or termination
4. IP Rights Schedule: Detailed allocation of intellectual property rights
5. Employee Transfer Schedule: Details of employee reassignments if applicable
Authors
Effective Date
Joint Venture
Joint Venture Agreement
Joint Venture Entity
Parties
Assets
Distribution Date
Dissolution
Termination Date
Liabilities
Completion
Confidential Information
Intellectual Property Rights
Existing Contracts
Outstanding Obligations
Distribution Plan
Final Settlement
Transition Period
Consideration
Material Adverse Effect
Representatives
Surviving Provisions
Third Party
Business Day
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Claims
Losses
Working Capital
Books and Records
Parent Company
Permitted Assignee
Termination
Asset Distribution
Liability Allocation
Final Accounting
Mutual Release
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Employee Matters
Tax Matters
Indemnification
Representations and Warranties
Transitional Services
Further Assurance
Notices
Assignment
Survival
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Amendment
Costs and Expenses
Counterparts
Third Party Rights
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