1. Parties: Identification and details of all parties entering into the joint venture agreement
2. Background: Context of the joint venture formation, including business rationale and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Formation and Structure: Legal structure of the joint venture, including company form, name, registered office, and initial capital
5. Purpose and Scope: Detailed description of the joint venture's business objectives and permitted activities
6. Capital Contributions: Details of initial and future capital contributions, including form (cash, assets, IP, etc.) and valuation
7. Ownership and Shares: Distribution of ownership, share classes, and rights attached to shares
8. Management and Governance: Management structure, board composition, voting rights, and decision-making processes
9. Business Plan and Budget: Initial business plan and budget approval process
10. Financial Matters: Financial management, accounting principles, dividend policy, and funding obligations
11. Transfer of Shares: Rules regarding share transfers, including pre-emption rights and restrictions
12. Competition and Non-Compete: Non-compete obligations and competition restrictions
13. Confidentiality: Confidentiality obligations and information handling
14. Term and Termination: Duration of the agreement and circumstances for termination
15. Exit Mechanisms: Procedures for party exit, including valuation methods and transfer processes
16. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
