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Investment Cooperation Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes the framework for investment cooperation between two or more parties. This document outlines the terms and conditions of the investment relationship, including investment structure, governance mechanisms, rights and obligations of parties, and regulatory compliance requirements under UAE federal and emirate-specific laws. It incorporates provisions for both mainland and free zone investments, ensuring compliance with UAE foreign investment regulations, commercial companies law, and relevant sector-specific requirements while providing mechanisms for dispute resolution in accordance with UAE legal framework.

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What is a Investment Cooperation Agreement?

The Investment Cooperation Agreement is a crucial document in the UAE's commercial and investment landscape, designed to facilitate and regulate investment relationships between multiple parties. This agreement type is particularly relevant in the UAE given its position as a major global investment hub and its sophisticated legal framework combining civil law traditions with modern commercial practices. The document is commonly used when parties seek to establish a structured investment relationship, whether in mainland UAE or free zones, and includes detailed provisions for investment mechanisms, governance structures, and regulatory compliance. It addresses key aspects such as foreign ownership restrictions, economic substance requirements, and sector-specific regulations while incorporating necessary protections for all parties involved. The agreement must comply with UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and Federal Law No. 19 of 2018 (Foreign Direct Investment Law), among other relevant regulations.

What sections should be included in a Investment Cooperation Agreement?

1. Parties: Identification of all parties to the agreement, including full legal names and registration details

2. Background: Context of the investment cooperation, including brief description of parties' businesses and purpose of collaboration

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Investment Structure: Details of investment amount, payment terms, and investment mechanics

5. Representations and Warranties: Statements of fact and assurances from each party

6. Conditions Precedent: Conditions that must be satisfied before the investment becomes effective

7. Governance and Management: Management structure, voting rights, and decision-making processes

8. Rights and Obligations: Detailed responsibilities and rights of each party

9. Regulatory Compliance: Obligations regarding UAE laws, regulations, and reporting requirements

10. Confidentiality: Provisions for handling confidential information and trade secrets

11. Term and Termination: Duration of agreement and circumstances for termination

12. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

13. General Provisions: Standard clauses including notices, amendments, and entire agreement

What sections are optional to include in a Investment Cooperation Agreement?

1. Tag-Along Rights: Used when minority investors need protection in case of majority stake sale

2. Drag-Along Rights: Included when majority investors may need to force minority holders to join in a sale

3. Anti-Dilution Protection: Required when protecting investors from equity dilution in future funding rounds

4. Islamic Finance Compliance: Necessary when the investment must comply with Shariah principles

5. Free Zone Specific Provisions: Required when investment involves UAE free zone entities

6. Technology Transfer: Included when investment involves intellectual property or technology transfer

7. Environmental Compliance: Required for investments in sectors with environmental impact

8. Competition Compliance: Needed when investment may raise competition law concerns

What schedules should be included in a Investment Cooperation Agreement?

1. Investment Details: Detailed breakdown of investment amounts, valuations, and payment schedules

2. Business Plan: Detailed business plan and financial projections

3. Corporate Structure: Organization charts and ownership structure diagrams

4. Key Personnel: List of key management and their roles

5. Required Approvals: List of regulatory and third-party approvals needed

6. Intellectual Property: Details of IP rights and licensing arrangements

7. Financial Statements: Recent financial statements and management accounts

8. Due Diligence Findings: Summary of key due diligence findings and required actions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Publisher

Ƶ

Cost

Free to use

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