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The Joint Venture and Shareholders Agreement is a crucial document used when two or more parties wish to establish a joint business venture in Qatar. This agreement is particularly important given Qatar's specific legal requirements for company formation and foreign investment. It combines both the establishment of the joint venture entity and the ongoing relationship between shareholders, making it essential for businesses entering the Qatari market. The document must comply with Qatar Commercial Companies Law (Law No. 11 of 2015) and the Foreign Investment Law (Law No. 1 of 2019), while addressing key aspects such as capital contributions, management control, profit sharing, and exit mechanisms. It's typically used in significant business collaborations, strategic partnerships, and market entry situations, particularly where foreign investors are partnering with local Qatari entities.

1. Parties: Identification of the joint venture parties and their basic details

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

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Formation of the Company: Details of the JV company establishment, including company type, name, and registration requirements under Qatar law

5. Business of the Company: Scope and nature of the JV business, including any restrictions

6. Capital Structure: Share capital, classes of shares, and initial shareholding percentages

7. Funding and Financial Matters: Capital contributions, funding mechanisms, and financial obligations of shareholders

8. Board of Directors: Board composition, appointment rights, removal, meetings, and decision-making processes

9. Shareholder Matters: Shareholder meetings, voting rights, and reserved matters requiring special approval

10. Management and Operations: Day-to-day management structure, key personnel, and operational procedures

11. Business Plan and Budgets: Requirements for business planning and budget approval processes

12. Distribution Policy: Dividend policy and profit distribution rules

13. Transfer of Shares: Share transfer restrictions and procedures, including right of first refusal

14. Exit Provisions: Exit mechanisms including put/call options, deadlock resolution, and termination procedures

15. Confidentiality: Protection of confidential information and trade secrets

16. Non-Competition: Non-compete and non-solicitation obligations

17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

18. Dispute Resolution: Dispute resolution mechanisms, including jurisdiction and arbitration provisions