Joint Venture Agreement Term Sheet

Joint Venture Agreement Term Sheet Template for United Arab Emirates

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Key Requirements PROMPT example:

"I need a Joint Venture Agreement Term Sheet for a UAE-based technology manufacturing venture between my Dubai-based company and a German technology firm, with operations planned to commence in March 2025, ensuring compliance with UAE foreign investment laws and including specific provisions for technology transfer and IP protection."

Document background

The Joint Venture Agreement Term Sheet is a crucial preliminary document used when two or more parties intend to establish a joint venture in the United Arab Emirates. It serves as a roadmap for the detailed agreement to follow, capturing the parties' initial understanding on key commercial and legal terms. This document is particularly important in the UAE context, where considerations such as foreign ownership restrictions, local partner requirements, and free zone regulations must be carefully addressed. The term sheet typically includes essential elements such as capital structure, management control, profit sharing, and regulatory compliance requirements, while remaining sufficiently flexible to allow for detailed negotiations in the final agreement. It can be used for both onshore and free zone joint ventures, and should account for specific sector requirements and Emirates-specific regulations where applicable.

Suggested Sections

1. Parties: Identification of the proposed JV partners, including full legal names and jurisdiction of incorporation

2. Background: Brief description of each party's business and the purpose/objectives of the proposed joint venture

3. Definitions: Key terms used throughout the term sheet

4. JV Entity Structure: Proposed legal structure, jurisdiction of incorporation, and type of entity (LLC, FZ company, etc.)

5. Business Scope: Detailed description of the intended business activities of the JV

6. Capital Structure: Initial capitalization, shareholding percentages, and funding commitments

7. Management Structure: Board composition, voting rights, and key management positions

8. Key Commercial Terms: Core business terms including profit sharing, dividend policy, and business plan overview

9. Regulatory Compliance: Key regulatory requirements and licenses needed for the JV

10. Timeline: Proposed timeline for JV formation and key milestones

11. Confidentiality: Confidentiality obligations of the parties regarding the proposed JV

12. Binding Effect: Clear statement of which provisions are binding and non-binding

Optional Sections

1. Intellectual Property Rights: Terms regarding IP ownership and licensing - include if JV involves significant IP

2. Territory and Non-Compete: Geographic scope and competition restrictions - include if territorial exclusivity is important

3. Technology Transfer: Terms of any technology transfer between parties - include if technical knowledge sharing is key

4. Shariah Compliance: Islamic finance compliance provisions - include if relevant to the business or parties

5. Exit Mechanisms: High-level terms for exit options - include if parties want to address this at term sheet stage

6. Employment Matters: Key personnel and emiratisation requirements - include if significant staffing considerations exist

7. Conditions Precedent: Key conditions required before proceeding - include if specific approvals or events are needed

8. Dispute Resolution: Proposed dispute resolution mechanism - include if parties want to agree this at term sheet stage

Suggested Schedules

1. Initial Business Plan Summary: High-level overview of proposed business plan and financial projections

2. Capital Contribution Schedule: Detailed breakdown of initial and future capital contributions

3. Key Management Positions: List of key management positions and initial nominations

4. Reserved Matters: List of decisions requiring special approval

5. Implementation Timeline: Detailed timeline for JV formation and commencement

6. Assets Schedule: List of key assets to be contributed by each party to the JV

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Real Estate

Manufacturing

Energy

Healthcare

Financial Services

Retail

Construction

Logistics

Tourism and Hospitality

Education

Professional Services

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Development

Strategy

Finance

Executive Leadership

Business Development

Operations

Risk and Compliance

Corporate Secretariat

Investment

Commercial

Relevant Roles

Chief Executive Officer

Managing Director

Chief Financial Officer

General Counsel

Legal Director

Corporate Development Director

Business Development Manager

Investment Manager

Strategy Director

Operations Director

Commercial Director

Joint Venture Manager

Corporate Secretary

Risk Manager

Compliance Officer

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