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Contractual Joint Venture Agreement
"Need a Contractual Joint Venture Agreement under Singapore law for a technology development partnership between our Singapore-based software company and a Japanese tech firm, with specific provisions for IP sharing and a planned commencement date of March 2025."
1. Parties: Identification and details of the JV partners
2. Background: Context and purpose of the joint venture
3. Definitions: Key terms used throughout the agreement
4. Scope and Objectives: Detailed description of JV's purpose and activities
5. Contributions: Capital, assets, resources contributed by each party
6. Management and Control: Governance structure and decision-making processes
7. Profit Sharing: Distribution of profits and losses
8. Term and Termination: Duration and conditions for ending the JV
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
10. Confidentiality: Protection of confidential information shared between parties
1. Non-Competition: Restrictions on competing activities when parties operate in similar markets
2. Intellectual Property Rights: IP ownership and licensing arrangements for JVs involving intellectual property
3. Employment Matters: Staff arrangements and policies when JV will have employees
4. Technology Transfer: Terms for sharing technical knowledge in technology-focused JVs
5. Data Protection: Compliance with PDPA and data handling procedures when personal data is processed
6. Force Majeure: Provisions for unforeseen circumstances preventing performance
1. Schedule 1 - Business Plan: Detailed operational and financial projections
2. Schedule 2 - Asset Schedule: List of assets contributed by each party
3. Schedule 3 - Management Structure: Organizational chart and roles
4. Schedule 4 - Initial Budget: First-year financial planning
5. Schedule 5 - KPIs: Performance metrics and targets
6. Schedule 6 - Deed of Adherence: Template for new parties joining the JV
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