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1. Parties: Identification and details of all shareholders and the company
2. Background: Context of the joint venture and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Business of the Company: Scope and nature of the joint venture business
5. Share Capital and Funding: Structure of shareholding and future funding obligations
6. Management and Decision Making: Governance structure and decision-making processes
7. Transfer of Shares: Rules and restrictions on share transfers
8. Deadlock Resolution: Procedures for resolving management deadlocks
1. Non-Compete Provisions: Restrictions on competing activities - used when parties have competing business interests
2. Intellectual Property Rights: Ownership and usage of IP - used when JV involves significant IP assets
3. International Operations: Provisions for cross-border activities - used for international joint ventures
1. Schedule 1: Details of the Company: Company information including registered office, directors, share capital
2. Schedule 2: Business Plan: Initial business plan and strategic objectives
3. Schedule 3: Reserved Matters: List of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders joining the agreement
5. Schedule 5: Tag and Drag Rights: Detailed provisions for share transfer mechanisms
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