1.
INTERNATIONAL JOINT VENTURE Agreement
1. Definition
2. Parties to the Agreement
3. Main clauses and sample
3.1 Object of the Joint Venture
3.2 Territory
3.3 Capital stock
3.4 Organization
3.5 Share of profit and losses
4. Applicable Law
5. Model Agreement
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2.
This agreement governs the relationship between two
companies based in different countries, and which set up
a third company (the Joint Venture). This new company
would usually be based in the same country as one of
the two partner companies, with the intention of jointly
establishing an activity with its own objectives: research,
commercialization, production, etc.
The agreement establishes all the agreements necessary
to start up and then manage the Joint Venture.
1. DEFINITION
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3.
Both parties of the Joint Venture are registered companies.
For each party, the following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability
company, etc.
• Name and position of company representative who signs
the agreement.
• Tax ID number of both parties.
2. PARTIES TO THE Agreement
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4.
Some of the most important clauses in the
International Joint Venture Agreement are as follows:
• Object of the Joint Venture
• Territory
• Capital stock
• Organization
• Share of profit and losses
3. MAIN CLAUSES AND SAMPLE
See sample International Joint Venture Agreement
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5.
“Both Parties agree to join resources and endeavours according to the stipulations
of the present agreement in order to:
Alternative A. Develop jointly ....................................................................................”
Alternative B. Exploit jointly……………....................................................................”
Alternative C. Research jointly…………....................................................................”
Alternative D. Commercialize jointly...........................................................................”
Alternative E. Produce jointly ……………................................................................”
3.1 OBJECT OF THE JOINT VENTURE
See sample International Joint Venture Agreement

6.
Alternative A. “The territory in which the Joint Venture is concerned
shall be exclusively the whole of .................... [mention country or
countries].”
Alternative B. “The territory in which the Joint Venture is
concerned shall be initially the whole of .................... [mention
country or countries], and at a later stage the territory that includes
.................... [mention country or countries].”
3.2 TERRITORY
See sample International Joint Venture Agreement

7.
“The Capital Stock of the Joint Venture shall be ....................
[include amount and currency]. Company A shall contribute
.......... % of the Capital Stock and Company B shall
contribute .......... % of the Capital Stock.”
3.3 CAPITAL STOCK
See sample International Joint Venture Agreement

8.
“The Board of Directors of the company shall be responsible for the
general management of the business and affairs thereof, acting according
to the legislation of the country in which the Joint Venture is established.”
“The Board shall consist of .......... members, of whom .......... shall be
appointed by Company A, and .......... by Company B.”
“The Board shall meet every .......... months at a minimum, in/at ..........
[mention place], or at any other time or place which the Chairman of the
Board sees fit.”
3.4 ORGANIZATION
See sample International Joint Venture Agreement

9.
“Both Parties shall take a share in the profits and losses of the Joint
Venture in proportion to their stake of the Capital Stock.”
“Unless otherwise determined by the Parties, the share of profits shall
be paid within thirty days of the approval of the Annual Accounts, and
within six months of the end of the financial year.”
“The Parties may agree that either of them shall receive in advance a
part or the whole of their share of the profits.”
3.5 SHARE OF PROFITS AND LOSSES
See sample International Joint Venture Agreement

10.
The International Joint Venture Agreement shall be
drafted taking into account the principles established for
the International Trade Centre UNCTAD/OMC for Joint
Venture agreements.
The parties are free to submit any conflicts regarding the
agreement to International Arbitration or to the Laws of the
country of one of the parties. They will normally be subject to
the Laws of the country where the Joint Venture is established.
4. Applicable Law
See sample International Joint Venture Agreement

11.
In order to obtain the model agreement in
Word format and the user guide, click on:
International Joint Venture Agreement
5. MODEL Agreement
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