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Joint Venture Agreements

How to Draft Joint Venture Contracts? How to Draft Joint Venture Agreements? How to Draft International Joint Venture Agreements? How to Draft Global Joint Venture Contracts? How to Draft Offshore Joint Venture Contracts?
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Joint Venture Agreements

 

Pitfalls in International Joint Venture Agreements
How to Draft Joint Venture Agreements
Drafting International Joint Venture Agreements & Contracts

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Pitfalls in an International Joint Venture Contracts

According to a recent study: "Many organizations that are looking to establish global Joint Venture contracts and agreements with foreign partners mistakenly believe that the terms and conditions are about the same as domestic contracts with in-country partners. Joint Venture contracts structured with in-country partners will not work as templates for Global Joint Venture without significant modification."

The most important areas to protect through an international Joint Venture agreement are security and confidentiality, legal compliance, fees and payment terms, proprietary rights, auditing rights and dispute resolution process.
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The greatest risks for International Joint Venture come from some emerging countries that are early entrants into Joint Venture, or those that have limited governmental support, ineffective legal enforcement, immature infrastructure, limited or nonexistent intellectual property protection or lack an understanding of foreign laws.

The most important areas to protect through an international Joint Venture agreement are security and confidentiality, legal compliance, fees and payment terms, proprietary rights, auditing rights and dispute resolution process. The legal systems in some countries might claim jurisdiction over any agreement regardless of which system the agreement specifies, and that other legal systems might have little respect for intellectual property rights.

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How to Draft Joint Venture Agreements and Contracts?

Generally a Memorandum of Understanding or a Letter of Intent is signed by the parties highlighting the basis of the future joint venture agreement.

A good Joint Venture agreement is one which provides a comprehensive road map of the duties and obligations of both the parties. It minimizes complications when a dispute arise. However, many a times people neglect to pay attention while drafting an Joint Venture agreement.

A  properly drafted Joint Venture Agreement saves a lot of problems later on. Lawyers who understanding the work culture and legal environment of both the jurisdictions should be involved in drafting Joint Venture Agreements.
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Before finalizing an Joint Venture Agreement, the terms should be thoroughly discussed and negotiated to avoid any misunderstanding at a later stage. Negotiations require an understanding of the cultural and legal background of the parties.

A Memorandum of Understanding and a Joint Venture Agreement must be signed after consulting lawyers well versed in international laws and multi-jurisdictional laws and procedures.

Before signing an Joint Venture Agreement the following must be properly addressed:

  • Applicable law.

  • Force Majeure

  • Holding shares

  • Transfer of shares

  • Board of Directors

  • General meeting.

  • CEO/MD

  • Management Committee

  • Important decisions with consent of partners

  • Dividend policy

  • Funding

  • Access.

  • Change of control

  • Non-Compete

  • Confidentiality

  • Indemnity

  • Assignment.

  • Break of deadlock

  • Termination

  • Security and confidentiality

  • Legal compliance

  • Fees and payment terms

  • Proprietary rights

  • Auditing rights

  • Events of Defaults and Addressing

  • Dispute Resolution Mechanism

  • Time limits

  • Location of Arbitration

  • Number of Arbitrators

  • Interim measures/Provisional Remedies

  • Privacy Agreement

  • Non-compete Agreement

  • Confidentiality Agreement

  • Rules Applicable

  • Appeal & Enforcement

  • Be aware of local peculiarities

  • Survival terms after the termination of the Joint Venture agreement.

The Joint Venture agreement should be subject to obtaining all necessary governmental approvals and licenses within specified period.

Every Joint Venture agreement should be modified as applicable under different circumstances. One brush should not paint all the painting. International Joint Venture could be is a legal minefield and many companies are not aware of the problems it causes.

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Drafting Offshore Joint Venture Agreements

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Services Offered by Us

Madaan & Co. has helped many companies in drafting their international agreements, including joint venture agreements, outsourcing agreements, distribution agreements, sales agreements, agency agreements, franchising agreements and various other agreements.

 

Our lawyers include those admitted to bar in the United States of America and India. They have undertaken legal maters in the USA, India and Europe. They understand the multi-cultural  and the multi-jurisdictional aspects of international business in this age of globalization. They include those educated at Harvard Law School, Harvard University in the USA and premier universities in India.

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