14 Apr Venture Agreement Clauses
Confidentiality or confidentiality clauses may be included in a joint enterprise agreement. Since the parties to a joint venture pool resources and, in some cases, give the other party access to confidential information about their activities, it is recommended that a confidentiality clause be put in place providing for penalties for infringement. Legal advice should be given that confidential information cannot be disclosed to third parties and that the other party must be informed in the event of a breach of confidentiality. The confidentiality clause should be declared as the survival of the termination of the joint venture, so that the parties are required to continue to protect confidential information, even after the termination of the joint venture. What is “reasonable” depends on the facts and circumstances of the joint venture`s activity. In general, a clause preventing a party from engaged in a competing activity for a period of five years from the end of the joint venture would generally be considered inappropriate and therefore unenforceable. However, a clause preventing competing activities for two years after the end of the activity is considered more appropriate and therefore applicable. You don`t necessarily need a lawyer to prepare a joint venture agreement if your trade cooperation is very simple with minimal effort and constitutes a low-risk agreement. For example, if two small contractors decide to pool costs and agree to sell items from a booth at a trade show and share the product.
Since this is a unique and modest winning business, it would not be cost-effective for a lawyer to prepare the agreement. When considering the confidentiality issues of your joint venture, it should be noted that a company`s by-law is a public document filed with Companies House, while a joint venture agreement is a private document and the parties to the agreement may remain confidential.  Establishing a joint venture in India, India Briefing www.india-briefing.com/news/establishing-joint-venture-india-4833.html/ (finally updated on 12.05.2011). Examples of guarantees and representations in a joint enterprise agreement: it should be mentioned that there are many common provisions between the joint enterprise agreement and the shareholders; because they both face a situation where the parties pool their resources to achieve a common goal. It is best to include a provision dealing with the granting of intellectual property licences when a party to the joint venture withdraws, but the joint venture continues to operate. (d) The profit and loss clause: this clause confers that all profits are distributed on the basis of the percentage of shares of the joint venture. All losses and payments made when purchasing professional interest are paid by the joint venturers in proportion to their contributions. (i) Dispute settlement: under this clause, a partner has the right to refer to an arbitration procedure, all disputes arising from the agreement that otherwise cannot be resolved through negotiation or mediation.