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Joint Venture Agreement (Real Estate)
1. Parties: Identification of the JV partners and their legal details
2. Background: Context of the JV formation and partners' objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Formation of the Joint Venture: Legal structure, name, and purpose of the JV entity
5. Capital Contributions and Financing: Details of initial and future contributions, including property assets and funding commitments
6. Property Specific Provisions: Details about the real estate assets, development plans, and property management
7. Business Plan and Budget: Agreed business strategy, development timeline, and financial projections
8. Management and Control: Governance structure, decision-making processes, and voting rights
9. Reserved Matters: Decisions requiring unanimous or special majority approval
10. Properties and Assets: Management and disposal of JV properties and other assets
11. Distribution Policy: Profit sharing, dividend policy, and distribution mechanisms
12. Transfer of Interests: Rules regarding transfer of JV interests and right of first refusal
13. Default: Events of default and consequences
14. Termination: Circumstances and procedures for terminating the JV
15. Confidentiality: Protection of confidential information and trade secrets
16. Governing Law and Jurisdiction: Confirmation of Danish law application and dispute resolution mechanisms
1. Development Management: Include when the JV involves property development activities
2. Property Management: Include when the JV will manage rental properties
3. Environmental Matters: Include detailed environmental provisions for brownfield sites or environmentally sensitive properties
4. Intellectual Property: Include when the JV involves branded properties or proprietary development methods
5. Employment Matters: Include when the JV will have direct employees
6. Tax Matters: Include detailed tax provisions for complex property holding structures
7. Anti-corruption Compliance: Include for international partners or public sector involvement
8. Force Majeure: Include specific force majeure provisions for development projects
1. Property Schedule: Details of all properties contributed to or owned by the JV
2. Capital Contributions Schedule: Detailed breakdown of each partner's contributions
3. Business Plan: Detailed initial business plan and development strategy
4. Management Structure: Organizational chart and management responsibilities
5. Reserved Matters List: Comprehensive list of decisions requiring special approval
6. Service Level Agreement: Standards for property/development management services
7. Form of Shareholder Loan Agreement: Template for any shareholder financing
8. Property Management Agreement: Terms for ongoing property management
9. Development Management Agreement: Terms for development management services
10. Initial Budget: Detailed financial projections and budgets
11. Transfer Procedures: Detailed procedures for interest transfers
12. Valuation Methodology: Agreed methods for property and interest valuations
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