The Letter Of Intent Joint Venture is a crucial preliminary document used in Malaysian business transactions when two or more parties intend to form a joint venture but need to formalize their initial understanding before proceeding with detailed negotiations and due diligence. It serves as a roadmap for the proposed transaction, typically used in situations where parties have reached a preliminary agreement on key commercial terms but require a structured framework for further negotiation. The document is particularly important in the Malaysian context where business relationships often involve international parties and must comply with local regulatory requirements, including the Companies Act 2016 and relevant industry-specific regulations. While mostly non-binding, it typically includes binding provisions on confidentiality, exclusivity, and expenses, making it an essential tool for protecting parties' interests during the negotiation phase.
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1. Parties: Identification of all parties involved in the proposed joint venture, including full legal names and registered addresses
2. Background/Recitals: Brief context of the parties' discussions and rationale for the proposed joint venture
3. Definitions: Key terms used throughout the letter that require specific definition
4. Purpose and Scope: Clear statement of the intended business purpose and scope of the proposed joint venture
5. Proposed Structure: Outline of the intended corporate and ownership structure of the joint venture
6. Key Terms: Principal commercial terms agreed upon, including proposed capital contributions and shareholding ratios
7. Timeline: Proposed schedule for due diligence, negotiation, and completion of definitive agreements
8. Confidentiality: Binding obligations regarding the confidentiality of shared information
9. Exclusivity: Period during which parties agree not to negotiate with other potential partners
10. Costs and Expenses: How preliminary expenses will be borne between the parties
11. Non-Binding Nature: Clear statement of which provisions are binding and non-binding
12. Governing Law: Specification of Malaysian law as the governing law
13. Signatures: Execution blocks for authorized representatives of all parties
1. Break Fee: Applicable when parties want to include compensation if one party withdraws from negotiations
2. Regulatory Approvals: Required when the proposed venture will need specific regulatory clearances
3. Initial Business Plan: Used when parties want to outline preliminary business objectives and strategies
4. Dispute Resolution: Added when parties want to specify mediation or arbitration procedures for any disputes
5. Force Majeure: Included when parties want to address potential extraordinary circumstances affecting the negotiation process
6. Intellectual Property Rights: Required when preliminary IP sharing or protection is necessary during the negotiation phase
7. Non-Solicitation: Added when parties want to prevent poaching of employees during negotiations
1. Schedule 1 - Preliminary Timeline: Detailed timeline with key milestones for negotiation and completion
2. Schedule 2 - Initial Capital Structure: Proposed breakdown of shareholding and capital contributions
3. Schedule 3 - Key Business Terms: Summary of principal commercial terms agreed in principle
4. Appendix A - Confidentiality Terms: Detailed confidentiality provisions if too extensive for main document
5. Appendix B - Required Approvals: List of anticipated regulatory and corporate approvals needed
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