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Simple Joint Venture Agreement Template for Germany

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Key Requirements PROMPT example:

Simple Joint Venture Agreement

"I need a Simple Joint Venture Agreement under German law for a manufacturing joint venture between a German GmbH and a French SAS, with 60-40 profit sharing and an expected start date of March 1, 2025."

Document background
The Simple Joint Venture Agreement is a fundamental legal document used when two or more parties wish to establish a collaborative business venture under German law. This agreement is particularly relevant when parties seek to combine their resources, expertise, or market access while maintaining their separate legal identities. The document addresses essential aspects such as capital contributions, profit sharing, management structure, and operational procedures, all while ensuring compliance with German legal requirements, including the Civil Code (BGB) and Commercial Code (HGB). It's commonly used for both domestic German joint ventures and international collaborations where German law is chosen as the governing law. The agreement can be adapted for various business purposes, from manufacturing and distribution to research and development projects, and includes provisions for eventual termination or party exit strategies.
Suggested Sections

1. Parties: Identification and details of the joint venture partners

2. Background: Context of the joint venture and parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Purpose and Scope: Objectives of the joint venture and its scope of activities

5. Contributions: Details of what each party will contribute (capital, assets, expertise, etc.)

6. Ownership and Profit Sharing: Distribution of ownership interests and profit-sharing arrangements

7. Management and Control: Governance structure and decision-making processes

8. Rights and Obligations: Key responsibilities and rights of each party

9. Term and Termination: Duration of the joint venture and circumstances for termination

10. Confidentiality: Protection of confidential information and trade secrets

11. Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

12. Dispute Resolution: Procedures for resolving disputes between parties

13. Governing Law: Confirmation of German law as governing law and jurisdiction

14. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Intellectual Property Rights: Ownership and licensing of IP when the JV involves significant IP assets

2. Employment Matters: Provisions regarding employees when the JV will have its own workforce

3. Environmental Compliance: Environmental obligations for JVs in industries with environmental impact

4. Export Controls: Compliance with export regulations for international operations

5. Insurance: Insurance requirements when specific coverage is needed

6. Force Majeure: Provisions for unforeseen circumstances preventing performance

7. Parent Company Guarantees: Guarantees from parent companies when required for financial security

Suggested Schedules

1. Business Plan: Detailed business plan and strategic objectives

2. Initial Contributions: Itemized list of each party's initial contributions

3. Articles of Association: If the JV involves forming a new company, its constitutional document

4. Management Structure: Detailed organizational chart and management procedures

5. Key Performance Indicators: Specific performance metrics and targets

6. Intellectual Property Register: List of IP rights brought into or developed by the JV

7. Form of Shareholder Resolution: Template for shareholder resolutions

8. Anti-Corruption Compliance Procedures: Detailed compliance procedures and requirements

Authors

Alex Denne

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

Relevant legal definitions
















































Clauses







































Relevant Industries

Manufacturing

Technology

Real Estate

Energy

Infrastructure

Automotive

Pharmaceuticals

Telecommunications

Renewable Energy

Construction

Research and Development

International Trade

Relevant Teams

Legal

Corporate Development

Business Development

Executive Leadership

Finance

Strategy

Operations

Compliance

Commercial

Risk Management

International Business

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Director

Chief Financial Officer

Corporate Development Manager

Legal Counsel

Managing Director

Commercial Director

Joint Venture Manager

Strategy Director

Operations Director

Project Manager

Compliance Officer

Investment Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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