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Consultation and Review of Joint Venture Agreement and Cooperation Agreement
Terms of Reference (TOR) Consultation and Review of Two Existing Contracts (Joint Venture Agreement and Cooperation Agreement) to Protect the Interests of ECOLIT, a Construction Company 1. General Information Client: ECOLIT (U.S.-based construction company) Background: ECOLIT is expanding into international markets by forming joint ventures with local partners. Two contracts—the Joint Venture Agreement (JVA) and the Cooperation Agreement—must be reviewed and refined promptly to ensure: • unconditional retention of all technology, brand, and other intellectual-property rights by ECOLIT; • reliable exit mechanisms. Target jurisdictions: United States and Europe. Required consultant profile: Russian-speaking bilingual international corporate & franchise lawyer / franchise & IP attorney (RU/EN) with proven experience in the United States and at least one or two European jurisdictions and strong IP-protection expertise. 2. Consultation Goals Identify vulnerabilities and potential risks in the Joint Venture Agreement and the Cooperation Agreement. Propose targeted amendments and/or additional provisions to: keep all rights to technology, trademarks, and other IP unequivocally with ECOLIT; establish a clear, controlled termination/exit mechanism; protect ECOLIT from dilution, unfair competition, and know-how leakage; minimise tax and regulatory risks in the U.S. and Europe; specify optimal dispute-resolution terms (seat, rules, language of arbitration). 3. Consultant Tasks Hold an introductory video call (up to 1 hour, in Russian) to clarify ECOLIT’s business model and specific requirements. Conduct an in-depth review of both contracts (combined length up to 30 pages). Insert Track Changes edits and explanatory comments (in English/Russian). Prepare a concise 3-page risk & amendment checklist with priorities and recommendations. Conduct a 30-minute follow-up Q&A session to explain and agree on final wording. 4. Deliverables - Annotated Joint Venture Agreement (DOCX with Track Changes). - Annotated Cooperation Agreement (DOCX with Track Changes). - Risk & Amendment Checklist (DOCX/XLSX). 5. Timeline Start (D0): upon receipt of documents and advance payment on Fiverr. All deliverables: no later than D0 + 7 calendar days. Option: one revision cycle following the Q&A session—within 3 days after initial delivery. 6. Expertise & Language Requirements Demonstrated experience in international corporate / franchise law. Practical experience with JV contracts and IP claw-back mechanisms in the U.S. and EU. Full professional fluency in Russian and legal English. 7. Communication Format Primary channels: Zoom/Google Meet. All documents in DOCX/PDF format; edits via Track Changes. NDA signed at project start.