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1. Parties: Identification and details of all parties entering into the MOU
2. Background: Context of the proposed joint venture and relationship between the parties
3. Definitions: Definitions of key terms used throughout the MOU
4. Purpose and Objectives: Clear statement of the joint venture's intended purpose and key objectives
5. Scope of Cooperation: Outline of the proposed business activities and areas of collaboration
6. Proposed Structure: Basic framework of the proposed joint venture entity or arrangement
7. Roles and Responsibilities: Preliminary allocation of responsibilities between the parties
8. Resource Contributions: Intended contributions of each party (capital, assets, expertise, etc.)
9. Confidentiality: Binding provisions regarding confidential information exchange
10. Exclusivity: Terms regarding exclusive negotiations during the MOU period
11. Duration and Termination: Period of validity and circumstances for termination
12. Binding and Non-Binding Provisions: Clear distinction between binding and non-binding clauses
13. Next Steps: Process for moving toward definitive agreements
14. Governing Law: Specification of Malaysian law as governing law
15. Signatures: Execution blocks for all parties
1. Regulatory Compliance: Include when the joint venture requires specific regulatory approvals or licenses
2. Intellectual Property Rights: Include when the joint venture involves sharing or creating intellectual property
3. Foreign Investment Provisions: Include when one or more parties are foreign entities
4. Due Diligence Process: Include when significant due diligence is required before definitive agreements
5. Cost Sharing: Include when parties need to share costs during the MOU period
6. Dispute Resolution: Include when parties want specific dispute resolution mechanisms for the MOU period
7. Public Announcements: Include when the joint venture may require public or market announcements
8. Force Majeure: Include when parties want to address potential extraordinary circumstances
9. Language: Include when parties are from different countries or multiple languages are involved
1. Schedule 1 - Business Plan Overview: High-level summary of the proposed business plan
2. Schedule 2 - Proposed Timeline: Timeline for negotiations and implementation of the joint venture
3. Schedule 3 - Initial Capital Structure: Preliminary breakdown of proposed capital contributions and shareholding
4. Schedule 4 - Key Personnel: List of key personnel from each party involved in the joint venture
5. Schedule 5 - Required Approvals: List of regulatory and corporate approvals required
6. Appendix A - Term Sheet: Key commercial terms for the proposed joint venture
7. Appendix B - List of Assets: Preliminary list of assets to be contributed by each party
8. Appendix C - Compliance Requirements: Summary of relevant Malaysian regulatory requirements
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