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1. Parties: Identification and details of all parties entering into the joint venture management agreement
2. Background: Context of the joint venture, including business objectives and rationale for the collaboration
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Formation and Scope of Joint Venture: Details of the joint venture entity, its purpose, and scope of operations
5. Capital Contributions: Specification of initial and ongoing capital contributions from each party
6. Management Structure: Composition and powers of the management board, appointment of key personnel, and organizational structure
7. Decision Making Process: Voting rights, quorum requirements, and procedures for key business decisions
8. Operations and Business Plan: Day-to-day management responsibilities and implementation of the business plan
9. Financial Matters: Financial management, accounting principles, audit rights, and profit distribution
10. Representations and Warranties: Standard and specific representations and warranties from all parties
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competitive activities during and after the joint venture
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Procedures for resolving disputes, including mediation and arbitration provisions
15. Governing Law: Specification of Philippine law as governing law and relevant jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Foreign Investment Provisions: Required when one or more parties are foreign entities, addressing compliance with Philippine foreign investment laws
2. Intellectual Property Rights: Needed when the joint venture involves significant IP assets or development of new IP
3. Technology Transfer: Required when the joint venture involves transfer of technical knowledge or proprietary technology
4. Environmental Compliance: Necessary for joint ventures in industries with environmental impact considerations
5. Employment and Secondment: Required when parties will second employees to the joint venture or when specific employment arrangements are needed
6. Export/Import Provisions: Necessary for joint ventures involved in international trade
7. Government Approvals: Required when the joint venture operates in regulated industries requiring specific permits or licenses
8. Data Protection: Needed when the joint venture involves processing of personal data or compliance with data privacy laws
1. Business Plan: Detailed business plan including market analysis, strategies, and financial projections
2. Capital Contribution Schedule: Detailed breakdown of each party's capital contributions, including timing and valuation
3. Management Structure Chart: Organizational chart and detailed management structure
4. Key Performance Indicators: Specific performance metrics and targets for the joint venture
5. Initial Budget: Detailed operational and capital expenditure budget for the first year
6. Property and Assets: List of properties and assets contributed to or owned by the joint venture
7. Reserved Matters: List of decisions requiring special approval or unanimous consent
8. Service Level Agreements: Detailed service requirements if parties provide services to the joint venture
9. Compliance Requirements: Specific regulatory and compliance requirements applicable to the joint venture
10. Insurance Requirements: Required insurance coverage and limits for the joint venture
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