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1. Date and Parties: Opening section identifying the date and the parties involved, including their full legal names and addresses
2. Introduction/Purpose: Brief statement of the parties' intention to explore and potentially form a joint venture
3. Proposed Transaction Structure: Overview of the contemplated joint venture structure, including ownership percentages and basic governance principles
4. Key Commercial Terms: Outline of the principal terms of the proposed joint venture, including scope, objectives, and key responsibilities
5. Timeline: Proposed schedule for due diligence, negotiation, and execution of definitive agreements
6. Exclusivity: Terms of exclusive negotiation period, if applicable
7. Confidentiality: Provisions regarding the confidential treatment of shared information
8. Costs and Expenses: Agreement on how costs related to the negotiation and formation will be handled
9. Binding vs. Non-binding Provisions: Clear distinction between which provisions are intended to be legally binding and which are not
10. Governing Law: Specification of Swiss law as the governing law
11. Signatures: Execution section for authorized representatives of each party
1. Break Fee: Include when parties want to establish compensation if one party terminates negotiations without justifiable cause
2. Due Diligence Process: Include when parties want to outline specific requirements and processes for the due diligence investigation
3. Conditions Precedent: Include when certain conditions must be met before proceeding with the definitive agreement
4. Regulatory Approvals: Include when the joint venture may require specific regulatory clearances
5. Non-Solicitation: Include when parties want to prevent hiring of each other's employees during negotiations
6. Public Announcements: Include when parties need to control public communications about the potential joint venture
7. Term and Termination: Include when parties want to set specific duration for the LOI and termination rights
1. Initial Business Plan Overview: High-level summary of the proposed business plan and strategic objectives
2. Proposed Timeline: Detailed schedule of key milestones and deadlines
3. Key Assets Schedule: List of primary assets each party intends to contribute to the joint venture
4. Initial Capital Structure: Overview of proposed capitalization and initial investments
5. Required Approvals: List of anticipated regulatory and corporate approvals needed
6. Key Personnel: List of key management positions and proposed appointments
Manufacturing
Technology
Financial Services
Healthcare
Pharmaceuticals
Real Estate
Construction
Energy
Telecommunications
Consumer Goods
Industrial Products
Professional Services
Biotechnology
Transportation & Logistics
Renewable Energy
Agriculture
Media & Entertainment
Legal
Corporate Development
Executive Leadership
Finance
Strategy
Business Development
Operations
Mergers & Acquisitions
Commercial
Risk Management
Compliance
International Business
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Development Director
Business Development Manager
Legal Counsel
Corporate Secretary
Managing Director
Head of Strategy
Investment Director
Partnership Manager
Operations Director
Chief Operating Officer
Head of Mergers & Acquisitions
Commercial Director
Risk Manager
Compliance Officer
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