[Please note that this is a general summary of our Co-operation, Joint Venture and Shareholders Agreements and other related documents and does not constitute legal advice. As each jurisdiction may be different, you may want to speak to your local lawyer.]

SUMMARY OF CO-OPERATION, JOINT VENTURE AND SHAREHOLDERS AGREEMENTS TEMPLATES:

Members are often confused on which document to use in relation to Co-operation, Joint Venture and Shareholders Agreements. The following table is a quick reference guide:

Documents	When to Use
Memorandum of Understanding (MOU) - Joint Venture	A memorandum of understanding (MOU) in a joint venture situation. This represents the good faith intentions of the parties to proceed but is not legally binding. This document is available in the following forms: Neutral, in favour of JV Leader, or in favour of the Participants.
Joint Venture / Consortium Agreement to Provide Service - Unincorporated Project	A joint venture / consortium agreement with a JV leader and participants to provide service to a client in a particular jurisdiction. The association is for services required for a specific project, rather than for a more permanent type of arrangement. This agreement is drafted for 2-5 parties and available in the following forms: Neutral, Full Indemnity or No Indemnity between the Participants.
Joint Venture / Consortium Agreement to Supply Products - Unincorporated Project	A joint venture / consortium agreement with a JV leader and participants to contribute to the manufacturing of products in a particular jurisdiction. The association is for products required for a specific local project, rather than for a more permanent type of arrangement. This agreement is drafted for 2-5 parties and available in the following forms: Neutral, Full Indemnity or No Indemnity between the Participants.
Joint Venture Agreement - Equal Shares in Company	A joint venture agreement suitable for the set up of a relatively simple joint venture - a 50:50 joint venture company.  This agreement is drafted for 2-5 parties and available in the following forms: Neutral, Loose or Strict obligations on the Participants.
Shareholders Agreement	Shareholders' Agreement to be entered into upon completion or establishment of the Joint Venture Company with standard clauses for minority protection. This agreement is drafted for 2-5 parties and available in the following forms: Neutral, Full Indemnity or No Indemnity between the Shareholders.

1. Purpose of the Joint Venture ("JV")

Purpose. What is the purpose of the JV? What are the commercial objectives of the parties? Is a JV the right type of relationship? Consider any alternatives arrangement:

• Co-operation agreement
• Research and development agreement
• Licence or franchise agreement
• Distribution or agency agreement
• Supply of goods or services contract
• Merger or acquisition

Scope. What is the scope of the JV? Consider implications of such scope in connection with:

• Any activities does the JV expressly intend to do or refrain from doing
• Corporate opportunity and potential conflicts with each party’s non-JV businesses
• Any core technology or other intellectual property to be transferred or granted
• Other intercorporate arrangements that either will be required for the JV to operate

2. Preliminary matters

• What will be the name of the JV? Are there any restrictions on the use of the name?
• How will any existing brands be valued / protected? How will any new IP be dealt with?

3. Parties and Contributions

4. Structure of the Joint Venture

5. Management of the Joint Venture

6. Contribution of Business / Asset

7. Jurisdictional issues

8. Third Party Consents

9. Accounting policies 

10. Governing Law and Dispute Resolution 

11. Other Practical Issues

........................................