1. Parties: Identification of all parties entering into the agreement, including full legal names and registered addresses
2. Background: Context of the joint venture, including business objectives and contributions of each party
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Formation of the Joint Venture Company: Details of the new entity's formation, including company name, registered office, and purpose
5. Share Capital and Contributions: Structure of share capital, initial contributions (cash/assets/IP), and shareholding percentages
6. Business of the Joint Venture: Detailed description of the JV's business scope, objectives, and any territorial restrictions
7. Corporate Governance: Board composition, appointment rights, meeting procedures, and reserved matters
8. Shareholders' Meetings: Procedures for shareholders' meetings, voting rights, and quorum requirements
9. Management and Operations: Day-to-day management structure, appointment of key personnel, and operational guidelines
10. Financial Matters: Financial management, dividend policy, additional funding requirements, and accounting principles
11. Transfer of Shares: Share transfer restrictions, right of first refusal, tag-along and drag-along rights
12. Non-Competition and Confidentiality: Non-compete obligations, confidentiality provisions, and intellectual property rights
13. Deadlock Resolution: Procedures for resolving deadlock situations between shareholders
14. Exit Provisions: Exit mechanisms, including put/call options, IPO provisions, and sale procedures
15. Term and Termination: Duration of the agreement, termination events, and consequences of termination
16. Governing Law and Dispute Resolution: Choice of Swiss law and dispute resolution mechanisms
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
