Simple Term Sheet
Simple Term Sheet
I. Introduction
A. Purpose
The purpose of this Term Sheet is to outline the basic terms and conditions of the joint venture agreement between [Your Company Name] and [Partner Company Name]. This document serves as a preliminary agreement and does not constitute a legally binding contract. It aims to establish the framework for the joint venture and facilitate further negotiations toward a final agreement.
B. Parties
This joint venture agreement is entered into between [Your Company Name], a company organized and existing under the laws of [Your Country], with its principal place of business at [Your Address], herein referred to as "Company A", and [Partner Company Name], a company organized and existing under the laws of [Partner Company's Country], with its principal place of business at [Partner Company's Address], herein referred to as "Company B".
II. Objectives and Scope
A. Objective
The primary objective of this joint venture is to [state the main purpose or goal of the collaboration, e.g., "develop and market a new product", "expand into new markets", etc.]. Both parties agree to combine their respective expertise, resources, and capabilities to achieve this objective in a mutually beneficial manner.
B. Scope of Collaboration
The scope of this joint venture includes but is not limited to:
-
[Specific areas of collaboration like research and development, production, marketing, sales, etc.]
-
[Exclusivity or limitations in terms of geographical area, market segment, or product/service offerings]
C. Duration
The joint venture shall commence on [Start Date] and continue for an initial term of [Duration] unless terminated earlier in accordance with the provisions of this agreement. Upon expiration of the initial term, the parties may mutually agree to extend the term upon written notice.
III. Contribution and Ownership
A. Contribution of Parties
|
Contributor |
Contribution |
|---|---|
|
Company A |
[Describe Company A's contributions, such as capital, assets, etc.] |
|
Company B |
[Describe Company B's contributions, such as expertise, resources, etc.] |
B. Ownership Structure
The ownership interest in the joint venture shall be distributed as follows:
-
Company A: [Percentage]%
-
Company B: [Percentage]%
C. Profit-Sharing
Profits and losses generated by the joint venture shall be allocated to each party in proportion to their respective ownership interests.
D. Management and Decision Making
The management of the joint venture shall be conducted by a board of directors consisting of [Number] representatives from each party. Major decisions shall require [Percentage]% approval from each party.
IV. Confidentiality and Non-Disclosure
A. Confidential Information
Each party agrees to maintain the confidentiality of all proprietary and confidential information disclosed by the other party during the course of the joint venture. This includes but is not limited to trade secrets, financial data, customer information, and business plans.
B. Non-Disclosure
Both parties agree not to disclose any confidential information to third parties without the prior written consent of the disclosing party, except as required by law.
V. Termination
A. Termination Events
This joint venture may be terminated upon the occurrence of any of the following events:
-
Mutual agreement of the parties
-
Expiration of the term
-
Material breach of this agreement by either party
B. Consequences of Termination
In the event of termination, the parties shall [describe the procedure for winding up the affairs of the joint venture, including the distribution of assets and liabilities].
VI. Miscellaneous
A. Governing Law
This agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction] without regard to its conflict of laws principles.
B. Entire Agreement
This Term Sheet constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
