Commercial Partnership Agreement (Joint Venture) Between Companies

Draft a commercial partnership/joint venture agreement between [COMPANY A] and [COMPANY B] for [PARTNERSHIP OBJECTIVE].\\\\\\\\n\\\\\\\\n**Party Details:**\\\\\\\\n- Company A: [LEGAL NAME], [REGISTRATION NUMBER], contributing [DESCRIPTION: capital/technology/team/customers]\\\\\\\\n- Company B: [LEGAL NAME], [REGISTRATION NUMBER], contributing [DESCRIPTION]\\\\\\\\n- Total Investment: R$ [AMOUNT]\\\\\\\\n- Ownership Stake: A = [PERCENTAGE]% / B = [PERCENTAGE]%\\\\\\\\n\\\\\\\\n**Essential Clauses:**\\\\\\\\n\\\\\\\\n1) **Purpose and Scope**: Partnership activities, target market, geographic limitations\\\\\\\\n2) **Legal Structure**: SPC (Special Purpose Entity), consortium, or operating agreement\\\\\\\\n3) **Contributions and Capital**:\\\\\\\\n   - Contribution schedule by party\\\\\\\\n   - Valuation of non-monetary contributions (technology, customer base)\\\\\\\\n   - Consequences for non-payment of contributions\\\\\\\\n4) **Governance**:\\\\\\\\n   - Management committee: composition, quorum, meetings\\\\\\\\n   - Matters requiring unanimous consent (mutual veto rights)\\\\\\\\n   - Day-to-day administration: who executes\\\\\\\\n5) **Profit Sharing**: Distribution of profits and loss allocation\\\\\\\\n6) **Intellectual Property**:\\\\\\\\n   - Pre-existing IP: remains with originating party\\\\\\\\n   - New IP (developed in partnership): co-ownership or licensing\\\\\\\\n7) **Non-Competition**: Restriction during term + [NUMBER] months after dissolution\\\\\\\\n8) **Confidentiality**: Reference to NDA or specific clauses\\\\\\\\n9) **Exit Mechanisms**:\\\\\\\\n   - Tag-along/drag-along rights\\\\\\\\n   - Valuation by multiples or discounted cash flow\\\\\\\\n   - Shotgun clause (compulsory offer)\\\\\\\\n10) **Dissolution**: Scenarios, asset liquidation, asset disposition\\\\\\\\n\\\\\\\\nReference the Brazilian Civil Code (Arts. 981-1.038 - partnerships, Arts. 278-279 - consortia) and the Corporations Law where applicable.\\\\\\\\n\\\\\\\\nInclude a management committee meeting minutes template as an annex.