You are the Company Secretary of Shine Ltd., which is planning to enter into a joint venture with Glamour Ltd. (based in Singapore) for marketing and selling a new product launched by your company. Advise your company on

While negotiating definitive Joint venture agreement, the following matters should be dealt with comprehensively: (i) Purpose of Joint Venture: A well defined objective being a crucial issue in the agreement, parties must take into account the scope and size of joint venture business, management and operational responsibilities of parties, decision-making process, terms of any ancillary agreement between joint venture and either of the parties. (ii) Contribution of Parties: Refers to the respective contribution, both tangible and intangible, of the parties. (iii) Capital Structure: To avoid any dispute concerning return on invested capital, management, control and administration of the enterprise. (iv) Management, Control and Administration: The parties must strike a balance between the powers and rights of the parties and the BOD. (v) Governance: The BOD should comprise of an odd number of Directors/ (vi) Allocation of risks and rewards: Covering dividends distribution, capital calls and allocation of losses. (vii) Alternative dispute Resolution Provision and Deadlock Provisions: Setting forth detailed provisions and procedures for mediation and arbitration (viii) Termination of Joint Venture: It lasts as long as parties continue in business. (ix) Issue of further capital: In order to maintain the proportion of capital contributed by the parties, further issue of capital has to be strictly regulated. (x) Operational Issue: Like borrowing of Capital, Expansion and diversification of business of Joint Venture, dividend policy, investment by the joint venture in the purchase of the companies need to be clearly spelt out. (xi) Regulatory Issues: To address issues like export and import controls, corrupt practices, handling / compliance as per law, etc. (xii) Ownership Transfer: Provisions relating to restrictions on the transferability of ownership (xiii) Governing Language: The agreement is written in the language of both the parties, one language should be designated to prevail in case of any alleged inconsistency between documents and their translations. (xiv) Restrictive Covenants: Like restricting a former employee to work for a specific time and within a specific area, non-competition provisions, non-disparagement, confidentiality, etc. (xv) Intellectual Property Provisions: Delineate all rights to IP, technology, software and the like.