Joint Venture Checklist
- INTERPRETATION
- Definitions
- Rules of interpretation
- Business Days
- ESTABLISHMENT OF THE JOINT VENTURE
- Purpose of the Joint Venture
- Commencement Date and duration
- Obligations on Commencement Date
- RELATIONSHIP OF JOINT VENTURE PARTICIPANTS
- Unincorporated joint venturers
- No partnership or agency
- Tenants in common
- Assets made available by Participants
- Several liability
- Separate accounting
- Separate tax obligations
- No partition
- JOINT VENTURE ASSETS AND PARTICIPATING INTERESTS
- Joint Venture Assets
- FINANCIAL MATTERS
- Funding
- Financial contributions
- Payments into Joint Venture bank account
- Streams
- Joint Venture expenses
- In kind support
- WARRANTIES AND INDEMNITIES
- Warranties by each Participant
- Indemnity for failure to perform
- MANAGEMENT OF THE JOINT VENTURE
- Management Committee to be established
- Appointment of members
- Appointment of additional members
- Appointment of Manager as a Member
- Functions and duties of the Management Committee
- Members able to bind appointing Participant
- Voting rights
- Voting majorities
- Alternates
- Chairperson
- Quorum
- Decisions of the Management Committee
- Meetings
- Notice and agenda for meetings
- Minutes of meetings
- Mode of meeting
- MANAGER
- Appointment of Manager
- Functions and duties of the Manager
- Limitation on powers of Manager
- Manager's costs
- Indemnity
- Resignation of the Manager
- Removal of the Manager
- INTELLECTUAL PROPERTY
- Intellectual Property made available by a Participant
- Intellectual Property developed during the Joint Venture
- Intellectual Property developed under a Funding Agreement
- TRANSFERS OF JV INTERESTS
- BOOKS AND RECORDS
- DEFAULT
- Events of Default
- Consequences of Default
- TERMINATION OF THE JOINT VENTURE
- Termination of the Joint Venture
- Consequences of Termination
- Assets to be realized on Termination
- Intellectual Property rights on Termination
- CONFIDENTIALITY
- Information about Participants
- Confidentiality survives Termination
- AMENDMENT OF THE JV AGREEMENT
- DISPUTE RESOLUTION
- Reference to mediation
- Mediator to act as mediator, not arbitrator
- Information to mediator
- Decision of the mediator
- Decision of mediator binding
- Costs of the mediation
- GENERAL
- Governing law
- Waiver of rights
- Operation of indemnities
- Consents
- Inconsistency with other documents
- Counterparts