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Joint Venture Dissolution Agreement Template for Philippines

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Key Requirements PROMPT example:

Joint Venture Dissolution Agreement

"I need a Joint Venture Dissolution Agreement under Philippine law for terminating a manufacturing joint venture between our local company and a Japanese partner, with specific provisions for machinery asset distribution and employee transfers to be completed by March 2025."

Document background
The Joint Venture Dissolution Agreement is a critical document used when parties to a joint venture in the Philippines decide to terminate their business relationship. This document becomes necessary when joint venture partners agree to end their collaboration due to various reasons such as completion of project objectives, strategic realignment, or mutual agreement to separate. The agreement must comply with Philippine corporate law, particularly the Revised Corporation Code and relevant provisions of the Civil Code. It typically includes detailed provisions for asset distribution, liability settlement, employee arrangements, and ongoing obligations. The document is especially important in the Philippine context where joint ventures are common in regulated industries and sectors with foreign ownership restrictions.
Suggested Sections

1. Parties: Identification of all joint venture partners and their legal details

2. Background: Brief history of the joint venture, reference to original JV agreement, and reasons for dissolution

3. Definitions: Definitions of key terms used throughout the agreement

4. Effective Date of Dissolution: Specification of when the dissolution becomes effective

5. Termination of Joint Venture Agreement: Formal termination of the original joint venture agreement and related agreements

6. Distribution of Assets: Details of how joint venture assets will be divided or liquidated

7. Settlement of Liabilities: Handling of outstanding debts, obligations, and liabilities

8. Employee Matters: Treatment of employees, including termination, transfer, or retention arrangements

9. Intellectual Property Rights: Division or licensing of intellectual property owned by the joint venture

10. Confidentiality: Ongoing obligations regarding confidential information

11. Mutual Release: Release of claims between parties subject to the agreement terms

12. Tax Matters: Handling of tax obligations and responsibilities

13. Governing Law: Specification of Philippine law as governing law and jurisdiction

14. Dispute Resolution: Procedures for resolving any disputes arising from the dissolution

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Transition Services: Required when one party needs to provide operational support to another during transition period

2. Customer and Supplier Contracts: Needed when there are ongoing commercial relationships that need to be assigned or terminated

3. Non-Compete Provisions: Include when parties agree to post-dissolution competition restrictions

4. Foreign Investment Provisions: Required when foreign investors are involved, addressing specific regulatory requirements

5. Environmental Matters: Necessary when the joint venture involves environmental liabilities or compliance obligations

6. Real Estate Matters: Include when the joint venture owns or leases real property that needs to be distributed or assigned

7. Ongoing Projects: Required when there are incomplete projects that need to be addressed

8. Bank Accounts and Financial Matters: Include when there are complex financial arrangements requiring specific handling

Suggested Schedules

1. Schedule A - Asset Distribution: Detailed list of all assets and their agreed distribution among parties

2. Schedule B - Liability Allocation: Comprehensive list of liabilities and their allocation between parties

3. Schedule C - Employee Transfer Schedule: List of employees and their post-dissolution employment arrangements

4. Schedule D - Intellectual Property Register: Detailed inventory of IP rights and their disposition

5. Schedule E - Outstanding Contracts: List of contracts requiring assignment or termination

6. Schedule F - Settlement Payments: Details of any settlement payments between parties

7. Appendix 1 - Closing Checklist: List of actions required to complete the dissolution

8. Appendix 2 - Form of Mutual Release: Template of the mutual release document

9. Appendix 3 - Transfer Documents: Forms of asset transfer documents required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































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Relevant Industries

Manufacturing

Real Estate Development

Infrastructure

Technology

Mining

Retail

Financial Services

Energy

Telecommunications

Agriculture

Construction

Healthcare

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Risk Management

Business Development

Operations

Board of Directors

Executive Management

Human Resources

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Managing Director

Business Development Director

Joint Venture Manager

Legal Director

Finance Director

Operations Director

Risk Manager

Compliance Officer

Board Member

Company Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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