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PLAYBOOK TEMPLATES

Joint Venture Agreement

A Joint Venture Agreement defines the governance, contributions, and profit sharing between co-venturing entities. This playbook examines dispute resolution, management control, and exit provisions.

Termination Rights

Why This Matters: Without clear termination provisions, parties risk being locked into unfavorable terms or facing uncertainty about exit obligations.

Negotiation strategy

If you're the JV Partner A:

Ensure termination rights are balanced to allow flexibility in exiting the contract if business needs change. Negotiate for a reasonable notice period to manage transitions smoothly.

If you're the JV Partner B:

Advocate for clear termination clauses to protect against abrupt contract terminations. Ensure post-termination obligations are feasible and clearly defined.

Essential elements

1

Termination for Convenience

Allows termination with notice.
2

Termination for Cause

Immediate termination for breach.
3

Notice Periods

Defines how termination notices are given.

Action framework

ACCEPT

Propose edits if notice periods are too short or obligations are unclear.

EDIT

Reject if termination rights are overly restrictive or one-sided.

ADD

Add clauses if termination rights are missing or incomplete.

PRO TIP

Always align termination clauses with your strategic objectives and risk management policies.

Example clauses

FAVORABLE

Balanced Termination Rights

"Either Party may terminate this Agreement for convenience by providing the other Party with thirty (30) days' prior written notice."
NEUTRAL

Standard Notice Periods

"All notices of termination under this Agreement must be in writing and delivered by certified mail, return receipt requested."
UNFAVORABLE

Restrictive Termination Clause

"Termination can only occur with mutual consent, limiting flexibility."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination rights allow for quick exits to mitigate potential losses.

Long-Term Contracts

For long-term contracts, include periodic review clauses to reassess termination rights.

International Agreements

Consider jurisdiction-specific requirements that may affect termination rights in international agreements.
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