The Contractual Joint Venture Agreement is a crucial document used when parties wish to collaborate on a business venture without establishing a separate legal entity under Swiss law. This type of agreement is particularly suitable for project-specific collaborations, international business partnerships, or temporary business arrangements where flexibility is desired. The document comprehensively addresses all aspects of the joint venture relationship, including contributions, management, profit sharing, and risk allocation, while ensuring compliance with Swiss legal requirements, particularly the Swiss Code of Obligations. It's commonly used in cross-border transactions, research and development projects, construction ventures, and other collaborative business endeavors where parties want to maintain their separate legal identities while working together toward a common goal.
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1. Parties: Identification and details of the joint venture partners
2. Background: Context of the joint venture and parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Purpose and Scope: Detailed description of the joint venture's objectives and scope of activities
5. Contributions and Financing: Parties' initial and ongoing contributions, funding mechanisms
6. Management and Control: Decision-making processes, governance structure, and voting rights
7. Operations: Day-to-day management, operational procedures, and responsibilities
8. Profit and Loss Sharing: Distribution of profits and allocation of losses
9. Intellectual Property Rights: Ownership and usage rights of IP brought into or created during the joint venture
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition: Restrictions on competing activities during and after the joint venture
12. Term and Termination: Duration, renewal, and grounds for termination
13. Consequences of Termination: Asset distribution and wind-down procedures
14. Dispute Resolution: Procedures for resolving disputes between parties
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Deadlock Resolution: Specific procedures for resolving management deadlocks, recommended for 50/50 joint ventures
2. Transfer Restrictions: Restrictions on transfer of interests, including right of first refusal, needed for closely-held ventures
3. Put and Call Options: Rights to force purchase/sale of venture interests, useful for providing exit mechanisms
4. Anti-Corruption Compliance: Specific provisions for compliance with anti-corruption laws, necessary for international ventures
5. Environmental Compliance: Environmental obligations and liabilities, important for ventures involving industrial or natural resource activities
6. Employee Matters: Provisions regarding employment, secondment, and labor relations, needed when joint venture will have employees
7. Insurance: Insurance requirements and allocation of responsibilities, important for high-risk activities
8. Force Majeure: Provisions dealing with unforeseen circumstances, recommended for long-term ventures
1. Business Plan: Detailed business plan including market analysis, strategy, and financial projections
2. Initial Contributions: Detailed list and valuation of initial contributions by each party
3. Governance Procedures: Detailed procedures for management meetings, voting, and decision-making
4. Key Performance Indicators: Specific performance metrics and targets for the joint venture
5. Licensed IP: List and details of intellectual property licensed to the joint venture
6. Service Level Agreements: Detailed service requirements if parties provide services to the joint venture
7. Form of Shareholder Resolutions: Template forms for various types of shareholder resolutions
8. Compliance Policies: Detailed compliance procedures and policies
9. Territory Map: If applicable, geographical boundaries of joint venture activities
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