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Collaborative joint venture meaning

What does Collaborative joint venture mean?
A collaborative joint venture describes parties working together under contract to deliver a project or bid without setting up a separate corporate vehicle. In UK and Irish practice it is a descriptive expression, broadly synonymous with a contractual or unincorporated joint venture or consortium, rather than a term defined by statute or case law. Key features typically include a joint venture or collaboration agreement setting governance (management committee, decision-making and deadlock), scope and term, contributions and cost/profit sharing, risk allocation and indemnities, work packages and subcontracting, IP ownership/licensing, confidentiality, exclusivity/non-compete, liability caps, insurance, dispute resolution and exit. The arrangement has no separate legal personality unless it constitutes a partnership in law. Partnership risk should be addressed expressly (noting that in Scotland a partnership has separate legal personality; in England & Wales, Northern Ireland and Ireland it does not). Each participant is usually responsible for its own obligations and is taxed on its share of income and costs. Collaborative JVs are common in construction, infrastructure alliancing/partnering, R&D, technology development and procurement bids, but must be structured to address competition law, public procurement and sector rules. Usage is broadly consistent across the UK and Ireland.
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View the related Practice Notes about Collaborative joint venture

PRACTICE NOTES
Property development joint ventures and alternatives: JV companies, LLPs, limited partnerships, collaboration, forward sale/funding, promotion and management agreements, overage, and key issues for landowners, developers, contractors and funders

Choosing a structure Unless a single entity promotes a scheme (with or without mortgage finance), many projects proceed by way of a collaborative joint venture arrangement (often known as a ‘JV’). This remains the prevailing approach across numerous property schemes today. This Practice Note sets out the corporate and contractual JV models most frequently used to regulate collaborations between landowners, developers, funder and investors in property development. For additional guidance on choosing an appropriate structure in any particular situation, see Practice Notes: Setting up a joint venture—choice of structure and Property Joint Ventures—choosing the right structure. JV company A JV company is a separate legal person, distinct from its shareholders and directors, who—provided there is proper management and solvency—enjoy limited liability. Shareholder agreements govern the collaborative relationships between the participating shareholders. As a private document, the shareholders’ agreement is not accessible to competitors, creditors or employees...

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PRACTICE NOTES
IP in UK Corporate Joint Ventures: contribution, assignment or licence; improvements and access rights; branding; personnel and group issues; competition and tax; exit, dissolution and insolvency

Introduction This Practice Note outlines several key IP matters to think about when establishing a joint venture (JV) by parties planning such an arrangement. It addresses the situation where two organisations (parent companies) create a JV as a separate legal body (eg a company or limited liability partnership) that they co-own that vehicle together. It does not cover the IP questions arising in contractual collaborations (where there is no separate entity) in any detail. IP considerations vary markedly for contractual collaborations by comparison. Life cycle of a joint venture It is especially crucial to assess IP concerns throughout all three stages of a JV’s existence from start to finish: at its formation during its lifetime, and when it comes to an end Parent companies should settle how to manage these points before starting the JV, to minimise the chance of disputes later on between them. Formation of the joint venture Contributing IP to the joint venture ...

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