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Joint Venture Operating Agreement
1. Parties: Identification and details of all parties entering into the joint venture agreement
2. Background: Context of the joint venture formation and parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Formation of Joint Venture: Legal structure, name, and purpose of the joint venture
5. Capital Contributions: Initial and subsequent capital contributions, valuation methods, and timing
6. Ownership and Shareholding: Distribution of ownership, share classes, and transfer restrictions
7. Management and Governance: Board structure, appointment rights, voting requirements, and reserved matters
8. Operations and Business Plan: Operational framework, business objectives, and implementation strategy
9. Financial Matters: Accounting principles, distribution policy, and financial reporting requirements
10. Decision Making: Voting thresholds, veto rights, and deadlock resolution mechanisms
11. Representations and Warranties: Parties' representations regarding their capacity and authority
12. Confidentiality: Protection of confidential information and trade secrets
13. Non-Competition: Restrictions on competitive activities and territory limitations
14. Term and Termination: Duration of the agreement and grounds for termination
15. Exit Mechanisms: Procedures for share transfers, tag-along, drag-along rights, and put/call options
16. Dispute Resolution: Methods for resolving disputes, including mediation and arbitration procedures
17. Governing Law: Specification of Danish law as governing law and jurisdiction
18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Intellectual Property Rights: Required when the JV involves creation, licensing, or transfer of IP
2. Employment Matters: Needed when the JV will have employees or transfer existing employees
3. Real Estate: Include when the JV involves property ownership or leasing
4. Environmental Compliance: Required for JVs in industries with environmental impact
5. Regulatory Compliance: Include for heavily regulated industries (e.g., financial services, healthcare)
6. Technology Transfer: Needed when technical know-how or technology transfer is involved
7. Marketing and Branding: Include when joint branding or marketing efforts are significant
8. Insurance: Detailed insurance requirements when specific coverage is crucial
9. Force Majeure: Include when specific force majeure provisions are necessary beyond general provisions
1. Schedule 1: Initial Business Plan: Detailed business plan including market analysis, strategy, and projections
2. Schedule 2: Capital Contributions: Detailed breakdown of each party's initial and committed capital contributions
3. Schedule 3: Reserved Matters: List of decisions requiring special approval or unanimous consent
4. Schedule 4: Board Procedures: Detailed procedures for board meetings, voting, and written resolutions
5. Schedule 5: Transfer Procedures: Detailed procedures for share transfers and valuation methods
6. Schedule 6: Key Performance Indicators: Specific performance metrics and targets for the joint venture
7. Schedule 7: Initial Officers: List of initial directors, officers, and key employees
8. Schedule 8: Form of Deed of Adherence: Template for new parties joining the joint venture
9. Schedule 9: Accounting Principles: Detailed accounting policies and procedures
10. Schedule 10: Service Level Agreements: Details of services provided by or to the joint venture by the parties
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