THIS HEADS OF AGREEMENT is entered into on 21 April 2021

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE ("Party 1")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE ("Party 2", together with Party 1, the "Parties")

[Insert names and Addresses of Additional Participants (if any)]

Whereas

The Parties wish to set out in this Heads of Agreement the principles of a proposed joint venture in the field of FIELD.

Each party has various interests in the field. The parties wish to establish a PROPORTION joint venture to PURPOSE.

The parties believe that the joint venture will be in their mutual best interests. They recognise that the various arrangements will need careful review but each will endeavour in good faith to agree the detailed terms of the joint venture, on the basis of the principles set out in this Heads of Agreement, and to take all necessary other actions in order successfully to establish the joint venture.

1. Joint Venture Company

1.1 The parties intend to establish a PROPORTION joint venture company to PURPOSE as described further in Annex 1 (the Business).

1.3 The parties' preferred intention is to create a new jointly-owned company. The parties will consider appropriate alternative structures if that becomes necessary or desirable because of tax and cost efficiency.

1.4 The name of the joint venture will be `JV_NAME' or such other name as the parties agree.

2. Activities of the Joint Venture

2.1 The business of the joint venture will be PURPOSE in the field of FIELD. The business may include other technologies and products as the parties agree.



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