Appendix III - Joint Venture Agreement Table of Contents, Annotated

"The Table of Contents that follows is only an example and is the Table of Contents from an actual negotiated agreement. It is merely intended to show how an agreement might be set out and the nature of possible provisions. As a negotiated agreement the format was dictated by the negotiations. It is not offered as a precedent of what should be contained in a joint venture agreement (“JVA”), the “proper” sequence of Articles, or a complete listing of the contents of joint venture agreements generally. The set-up used for an agreement should be decided by the parties and be one they consider flows in a logical and workable sequence. This example sets out the “deal” first, followed by the provisions relating to how work is to be carried out and then by administrative provisions necessary to make the agreement work. If you are more comfortable with, say, having the Committee provisions at the beginning, by all means have it drafted that way -- you are going to have to live with the agreement and work under it.Notes:1. The Table of Contents provisions appear in bold print. The italicized sections are annotations, which have been provided in some cases where the heading may not clearly describe the contents. They are not intended to be comprehensive, but refer to some specific matters that are considered to be of interest or to need some clarification.2. The subject matter of many of the articles and paragraphs is discussed or commented upon in the text of the book. Some of section cross-references have been provided. Such references are only to sections where the topic is a principal subject and no attempt has been made to provide a comprehensive indexing.3. Although this particular agreement is a three-party agreement, *B* and *C*, the Owners, are required to act as a unit (see para. 1.09. – § 8.44.), making the agreement effectively a two-party agreement. The parties insisted upon having a decision-making Committee and structuring the agreement accordingly. As is explained in § 8.11., such an arrangement is not recommended and can result in problems.5. See also §§ 8.24., 8.41. and 14.13. for discussions on tables of contents, summaries, and headings."