The Unincorporated Joint Venture Agreement is commonly used in Singapore when parties wish to collaborate on specific projects or ventures while maintaining their separate legal identities. This document is particularly useful for time-bound projects or when parties want to avoid the complexity and ongoing compliance requirements of forming a new corporate entity. The agreement, governed by Singapore law, typically includes detailed provisions on contributions, profit-sharing, management structure, decision-making processes, and exit mechanisms. It's especially relevant in sectors requiring significant resource pooling or expertise sharing, while offering flexibility in structure and operations compared to incorporated joint ventures.
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1. Parties: Identification and details of all JV participants
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 activities and goals
5. Contributions: Assets, capital, resources contributed by each party
6. Management and Control: Decision-making processes and governance structure
7. Profit Sharing: Distribution of profits and losses
8. Term and Termination: Duration and exit provisions
1. Intellectual Property Rights: IP ownership and licensing provisions - include when JV involves creation or use of IP
2. Non-Competition: Restrictions on competitive activities - include when parties operate in same industry
3. Employment Matters: Staff arrangements and responsibilities - include when JV will have employees
4. Foreign Investment Provisions: Compliance with foreign investment laws - include when foreign parties are involved
1. Business Plan: Detailed operational and financial projections
2. Contribution Schedule: Detailed list of each party's contributions
3. Management Procedures: Detailed governance and decision-making procedures
4. Asset Register: List of JV assets and ownership details
5. Key Personnel: List of key staff and their roles
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