The Unincorporated Joint Venture Agreement is a crucial document in the UAE business landscape, particularly suitable for project-specific collaborations or temporary business arrangements where parties wish to maintain their separate legal identities while working together towards common objectives. This structure is frequently used in the UAE due to its flexibility and lighter regulatory requirements compared to incorporated entities. The agreement must comply with UAE Civil Code and Commercial Law while addressing specific local requirements such as foreign ownership restrictions and sector-specific regulations. It typically includes detailed provisions on management structure, profit sharing, risk allocation, and exit mechanisms, while being particularly mindful of UAE's specific business environment and legal framework. This type of agreement is especially valuable for international companies entering the UAE market through strategic partnerships with local entities.
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1. Parties: Identification of the joint venture partners, including full legal names, registration details, and addresses
2. Background: Context of the joint venture formation, including the parties' expertise and reasons for collaboration
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Scope and Objectives: Clear definition of the joint venture's purpose, scope of activities, and specific objectives
5. Duration: Term of the joint venture, including commencement date and any renewal provisions
6. Contributions: Detailed description of each party's contributions (capital, assets, expertise, resources)
7. Management and Control: Management structure, decision-making processes, and voting rights
8. Financial Arrangements: Financial obligations, profit/loss sharing, accounting principles, and distribution policies
9. Operations: Day-to-day operational procedures, responsibilities, and project execution guidelines
10. Intellectual Property: Ownership and usage rights of IP brought into or created during the joint venture
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competitive activities during and after the joint venture
13. Representations and Warranties: Standard representations and warranties from each party
14. Liability and Indemnification: Allocation of risks, liabilities, and indemnification obligations
15. Default and Termination: Events of default, termination rights, and consequences of termination
16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law clauses
17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment rights
1. Local Sponsorship: Required if the joint venture operates in sectors requiring UAE local sponsorship
2. Shariah Compliance: Required if the joint venture needs to comply with Islamic finance principles
3. Employment Matters: Required if the joint venture will have direct employees
4. Insurance: Required for high-risk projects or when significant assets are involved
5. Environmental Compliance: Required for projects with environmental impact
6. Force Majeure: Optional but recommended for long-term projects or those with significant external dependencies
7. Anti-Corruption Compliance: Required for international joint ventures or government-related projects
8. Technology Transfer: Required if the joint venture involves significant technology transfer between parties
1. Business Plan: Detailed business plan including market analysis, strategy, and financial projections
2. Initial Contributions: Detailed list and valuation of initial contributions from each party
3. Key Personnel: List of key personnel and their roles in the joint venture
4. Project Milestones: Specific project milestones, timelines, and deliverables
5. Budget: Initial and projected budgets for the joint venture
6. Accounting Procedures: Detailed accounting policies and procedures
7. Technical Specifications: Technical requirements and specifications for the project
8. Governance Procedures: Detailed procedures for management committee meetings and decision-making
9. Form of Notices: Template forms for various notices required under the agreement
10. KPIs: Key Performance Indicators and measurement criteria
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