This is a best practice international joint venture agreement between two joint venturers and the joint venture company they have created for the purpose of jointly undertaking business activ

United Kingdom

Updated: May 26, 2021

32 clauses


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The Edge Law Firm

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Key description

Language

Categories

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Covered clauses

General Provisions

  • Interpretation

  • Conditions Precedent

Scope and Establishment

  • The Business of the JVC

  • Establishment of the JVC

  • Covenants to Closing

  • Protective covenants

  • Closing

  • Warranties

Operation of The JVC

  • Business Plan and management reporting

  • Marketing and Communication Plan

  • Project Agreements

  • Ongoing Covenants

  • Shareholding and Financing of The JVC

  • Dividend Policy

  • Taxation

Governance and Management of The JVC

  • The Management Board

  • The Non-Executive Board

  • The General Meeting

  • Decision-Making and Required Approvals

  • Conflicts of Interest

  • Deadlock

Term and Termination

  • Term and Review

  • Events of Default

  • Permitted Share Transfers

  • Exit Procedure

  • Optional: Drag Along Right

  • Optional: Tag Along Right

  • Disputes on Valuation

Miscellaneous

  • Confidentiality

  • Notices

  • Miscellaneous

  • Applicable Law and Dispute Resolution

Schedules

  • Articles of Association

  • Initial Business Plan

  • Description of the Business

  • JV1 Contribution Agreement

  • JV1 Project Agreements

  • [JV2] Contribution Agreement

  • [JV2] Project Agreements

  • Loan Agreement

  • Marketing and Sales Plan

  • Taxation


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