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Exit clauses are mechanisms that allow the parties to protect their interests when one of the reasons to exit a JV arises. If drafted correctly, they can provide a party with an elegant and equitable solution to exit a JV by disposing its shares or to take full control of it by acquiring the shares of the other party.
By Practical Law Commercial. A boilerplate no partnership or agency clause that seeks to ensure that parties to a commercial agreement will not be treated as partners or agents of each other, nor as entering into a joint venture arrangement with each other.
Many JVs are formed as public limited companies (LLCs) because of the advantages of limited liability.
Joint ventures can be complicated arrangements. While they offer strong advantages to businesses, they can be fraught with risk ? from a lack of transparency and trust to culture clashes than can be a drain on resources and harm operations for both parent companies.
However, a joint venture differs from a general partnership since it is related to a single transaction, while a partnership usually is related to a general and continuing business. Also a joint venture is usually of a shorter duration and the agreement may be less complex.
The Company and the Manager are not partners or joint venturers with each other and nothing in this Agreement shall be construed to make the Company and the Manager partners or joint venturers or impose any liability as such on either of them.