Joint Venture Agreement

An incorporated JV (company or LLP) provides limited liability and a cleaner governance structure, but adds compliance overhead. An unincorporated contractual JV is simpler but each party has unlimited exposure. We recommend the right structure based on the venture's duration, scale, and the parties' liability tolerance.

Any equity participation by a foreign entity is subject to FDI regulations, sectoral caps, and prior government approval where applicable. We flag these constraints and structure the JV within the permitted limits.

IP created during the JV can be owned jointly, owned by the JV entity, or divided by agreed rules. What each party can use after the JV ends must also be specified. Pre-existing IP brought in by each party should remain owned by that party with a licence to the JV.

The agreement should specify the exit mechanism — whether a party can sell its stake, to whom, at what price, and under what conditions. Right of first refusal and drag-along / tag-along clauses are common.

Yes, by mutual written agreement of all parties. The process for amendments should be specified in the agreement itself.

The agreement specifies the dispute resolution mechanism — typically negotiation first, then arbitration as a faster alternative to court litigation. We recommend arbitration clauses for JVs with any international element.