Category: Legal

UNLOCK NEW BUSINESS OPPORTUNITIES IN IRELAND WITH JURIS CONSULTANTS

Did you know that Ireland has one of the lowest corporate tax rates in all of Europe? At 12.5%, Ireland is an international hub for multinational companies like Google, Apple, and Facebook.  Often known as the “Silicon Valley of Europe”. It hosts the European headquarters of tech giants such as LinkedIn, Twitter (now ‘X’) and Microsoft. Along with ease of doing business, access to the EU markets and the highly educated workforce makes Ireland all the more attractive to the business community. At Juris Consultants we help you not only incorporate your company but also assist with growth strategies to expand your business globally.  BUSINESS OPPORTUNITIES Ireland’s stellar business policies, robust infrastructure, and liberal legal system all add to its appeal of a favourable business environment. Let’s delve deeper into the business opportunities that Ireland brings to you if you choose to expand or incorporate your company in Ireland. 1. E-COMMERCE E-commerce is the perfect idea for someone to start a small business as you don’t need to be physically present at the geographical location of your business. Incorporation of your company, logistics, warehousing, payment gateways, and even local partnerships can be done from your residential location. Setting up your E-commerce company in Ireland also gives you access to trade with other members of the European Union. 2. SOFTWARE Software as a Service (SaaS) is a good avenue for you to use your engineering experience. You can sell your goods or services to customers in Ireland from the comfort of your own home with just a laptop and your engineering expertise. You can market your products to a worldwide audience and build a strong online presence by utilizing online channels. Ireland is a great place to do this because of its “Knowledge Development Box” Organisation, which offers an effective tax rate of 6.25% on income from qualifying intellectual property, this is one of the extra incentives it provides for digital and tech-driven enterprises. Some Examples: 3. CONSULTING Consulting as a service has a wide consumer base as you can provide a variety of services related to telecommunications, business, legal, information technology, finance, and even event planning. Entrepreneurs can take advantage of their specializations and skills and meet the demand by virtual or in-person consulting.  4. CLEANING SERVICES  Cleaning services play an important role in improving the health and organization of workplaces, homes, and individuals. They help maintain clean environments, reduce the spread of illness, and support overall well-being. The demand for cleaning services is on the rise, especially in busy urban areas and businesses where cleanliness is essential. There are many opportunities for growth in this area, ranging from household cleaning to specialized options like industrial cleaning, post-construction clean-ups, and environmentally friendly services. CONCLUSION According to a report by New Financial, Dublin was a leading beneficiary for Brexit relocation post-early 2021. There was an influx of financial services investments that led to the growth of the country further leading to investments in their startup and entrepreneurship sector. Ireland offers the support, resources, and networks needed for anyone aiming to succeed, whether you run a large company looking for a base or a young business wanting to expand. By setting up business in Ireland, companies can tap into the vibrant ecosystem that helps them grow and stand out in the global market. We at Juris Consultants are available to help you at every stage, from growth strategy to incorporation and beyond. Allow us to streamline the procedure and assist you in realizing Ireland’s enormous business success potential. To begin your journey, contact us right now. Shivanjali Pandit

Physical Office in the US can be a Game-Changer!

In today’s Zoom meetings and work-from-home generation, one might wonder, “Why would anyone want a physical office?” But let me tell you, having a brick-and-mortar office in the US is like having a front-row seat to the business game. The US has the world’s largest economy and is a big business hub with numerous opportunities for entrepreneurs. With cutthroat competition, globalizing is a pivotal step towards a business’s growth. BENEFITS OF A PHYSICAL OFFICE: Let’s face it people judge a book by its cover and when it comes to business having a physical office in a prime U.S. location is like having a shiny hard-bound book cover.  Consider a scenario where there are two companies, one operating from a fancy Texas address and another operating from a mysterious online space. Who would you trust for your job? The establishment of a physical office shows credibility and elevates the business. It also helps gain the customer’s trust and direct their perspective about the company in the accurate path. When a company is incorporated in the U.S. and has a physical office present it is easier for customers to contact the firm for their services. Having a physical presence portrays stability and surety of realism within the client’s minds, they are more likely to avail of services.  Ever wondered why companies like Google invest millions in their office? It’s not just for the fancy snacks and aesthetics. Online meetings are convenient but sometimes a group meeting and brainstorming sessions over coffee are much more effective. In-person collaboration sparks creativity and innovation. Face-to-face interactions between the employees keep them from becoming lethargic and seeing their colleagues work motivates them to work harder as a level of competitiveness is built. It also creates a sense of belonging and team bonding comes along naturally. In case a local business wants to connect with you regarding collaboration or services, having a physical office will help them reach out to us faster without having doubts about the business. Having dedicated workspaces and designations helps people feel respected and valued.  Operating within the U.S. legal system can sometimes be difficult but navigating through these legal systems can be made easy with the establishment of a physical office. To incorporate your business in the U.S. an address is mandatory therefore having an office of your own could be beneficial and provide a more stable and predictable business environment. Additionally, it can offer tax advantages and incentives depending on state to state. Having a physical office will also make it easier for the business to comply with the local laws and regulations as well as stay updated on them.  How much do we truly know about and trust our online “friends”? Similarly just having an online presence isn’t enough to make formal connections, it is important for a business to have some local connections, and having a physical office will make the process of creating genuine and trustworthy connections faster. A business should be aware of scams and imposters having a physical office and holding meetings in real-time will eliminate the risk of this.  While having a physical office in the U.S. branding and marketing becomes easier because you will know about the market trends firsthand and will be able to track the business image on the ground, having live workshops, hosting events and network meet-ups will allow your brand to look more established. On-ground marketing will also become simple, coordinating where to put billboards and stream advertisements, along with online promotions. Having an office in a prestige location can also help make an impression and help prompt the business. REAL-WORLD EXAMPLES: Let’s see a few examples that have established a physical office and boomed later on in their career. ⬇️  This company is originally from Sweden they set up their first office in the U.S in New York despite being an online music streaming platform, opening a physical office allowed them to collaborate directly with U.S music labels, secure licensing agreements faster, and become a dominant player in the U.S streaming market and today is worlds most streamed music popular streaming platform.   Today Ikea is one of the most profitable organizations they are originally from Sweden but they entered the U.S. market by opening physical stores in America’s key cities and adapting their model to the American landscape  A Chinese tech giant made a strategic move by opening a research and development office in Silicon Valley which helped them tap into the U.S tech pool. This also helped them collaborate with local companies.  Originally glossier was an online-only skincare and beauty brand, glossier has hosted numerous pop-up experiences and opened permanent locations and now is a trending brand amongst youngsters.  INDIAN EXAMPLES: Bonkers has recently gained a massive following, originally it was an online-only clothing store but recently they have opened physical stores due to which their reach increased.  An online-only beauty store despite doing extremely well opened physical stores which enabled them to reach a larger crowd and increase profits.  CONCLUSION—IT’S MORE THAN JUST AN ADDRESS In today’s globalized economy, the strategic expansion of businesses into new markets is a pivotal step towards achieving substantial growth and sustainability. Establishing a physical office is a game changer, it is like planting a flag in one of the world’s most influential markets so if you are looking to expand your business, access new markets, tap into a wealth of resources and opportunities, and stand out in a crowded digital world, JURIS CONSULTANTS is here to help you take the first step towards your American dream. Anisha Patil

What is joint venture agreement

WHAT IS JOINT VENTURE AGREEMENT?

Joint Venture Agreement   This Joint Venture Agreement (hereinafter called ‘‘Agreement’’) is made on this [●] at [●]. BY AND BETWEEN ABC [●], a Company incorporated under the laws of [●]and having its corporate office at [●] (hereinafter referred to as “First Party” or “Foreign Company”), which expression shall, unless the text otherwise expresses, shall include all its administrator, representative, liquidators and permitted assigns); AND MNO India Private Limited, a Company incorporated under the Companies Act, 2013 with CIN [●], and having its registered office at [●] (hereinafter referred to as “Second Party” or “Indian Company”), which expression shall, unless the text otherwise expresses, shall include all its administrator, representative, liquidators and permitted assigns); (ABC and MNO India Private Limited are hereinafter referred individually as a “Party” and collectively as the “Parties”). WHEREAS: the ABC is engaged in the business of manufacturing of two wheelers and has necessary experience and expertise in that field;    the MNO India Private Limited has a wide distribution network in the Indian market and have necessary experience and expertise in that field; the foreign Company want to expand their business operation in India as well and it approach Indian Company to join hands for extending their distribution network to sell the manufactured products of foreign Company. Both the Companies decided to carry out the said business activities by incorporating or setting up a new company upon the following terms and conditions: NOW THIS AGREEMENT OF JOINT VENTURE IS WITNESSETH AS UNDER: DEFINITIONS In this agreement, the following expressions shall have the following meanings: (a) “Act” means the (Indian) Companies Act, 2013; (b) “Affiliate” means: In relation to an individual, anybody corporate under his control (as defined herein) individually or in association with his relative, any trust of which he is either a settler or a beneficiary, any partnership firm under his control individually or in association with his Relatives, or his Relatives; and In relation to a person other than an individual, any Person which (i) Controls, (ii) is controlled by or (iii) is under the common Control with such person; (c) “Agreements “means this joint venture agreement and all its schedules and annexures, as may be amended from time to time; (d) “Applicable laws” means any laws, rules, regulation, ordinance, orders, directives, codes, judgement, decrees, injunctions or any interpretation, determinations, awards, permits, licenses, authorizations, directives, ruling or decisions of, agreement with, or by any government authority, applicable from time to time; (e) “Business” means [●] (f) “Deed of adherence” means a deed to be executed by any third party undertaking to adhere to the terms and conditions of this Agreement in the form attached in Annexure [●] (g) “Encumbrance” means and includes any third-party rights, interest, mortgages, security interests, liens, encumbrances or charges of any nature whatsoever, including any right of first offer or refusal, non-disposal undertaking, previous sale, gift, claims, demands, orders, judgement or any notification, securities and guarantees; (h) “Face” Value” means, with respect to, Issue of shares- a mutually agreed terms and price, provided the price is determined in accordance with applicable laws (including the applicable Indian foreign exchange control law). In the absence of an agreement on the price, it shall be determined in accordance to procedure established in Clause (ii) (B). Transfer of shares-for exit of a shareholder from the JVC and acquisition of the subject shares by another existing Shareholder (s) or by third party, a price determined as under: A mutually agreed and negotiated price in compliance with applicable laws (including   the applicable Indian foreign exchange control laws). In the absence of an agreement on the price in accordance with (A) above within a period of 30days, then each party shall appoint its own valuer and get the valuation and the average price of the two prices (if different) shall be fair value price. (i) “Person (s)” shall include an individual or association or body of individuals whether incorporated or not, company, firm, partnership, joint venture, limited liability partnership, trust, association, syndicate, or corporation, or an agency or instrumentality thereof and/or any other legal entity; (j) “Product” means [●]  (k) “Share Capital” means the total issued and paid-up equity share capital of the JVC; (l) “Share” means equity share of the JVC; INTERPRETATIONS In this agreement, except to the extent that the context otherwise requires: Words importing the masculine gender shall also include the feminine gender and vice versa and the use of the singular shall include the plural and vice versa. Words denoting a specific gender shall include all genders; References to an individual shall include his legal representative, successor, legal heir, executor and administrator;  Reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation rules and regulation framed there under made from time to time under that provision; Any term or expression used but not defined herein shall have the same meaning attributable to it under the applicable law; Any reference to any Clause shall be deemed to be a clause of this Agreement;  The use of the word ‘including’ followed by a specific example in this Agreement shall not be construed as limiting the meaning of the general wording preceding it;  Headings and bold typeface are used for convenience only and shall not affect the interpretation of this Agreements;  References to the Recitals, Clauses and Appendices shall be deemed to be a reference to the recitals, clauses and appendices of this Agreement; The descriptive headings and bold typeface are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content thereof and shall not be used to interpret the provisions of this Agreement; and  The terms “herein”, “hereof”, “hereto”, “hereunder” and words of similar purport refer to this Agreement as a whole. Heading are for convenience only and shall not..

FRANCHISE AGREEMENT

What is franchising? The definition for franchising given by the International Franchise Association (IFA) states that a franchise is “A contractual relationship between the franchisor and the franchisee in which the franchisor offers or is required to maintain a continuing interest in the franchisee’s business in areas such as know-how and training; the franchisee operates under a common trade name, format, or procedure owned or controlled by the franchisor; and the franchisee has made or will make a substantial capital investment in his business from his own resources.” So, basically, Franchising means where the business owner of a company gives a license to another individual to carry out their own business under the title or brand name of that company. A franchise consists of two parties that are “franchisor” and “franchisee”. A franchisor is the owner of a business that provides its brand, trade name, product, service or any other form of intellectual property laws along with the value chain. whereas, franchisee is a person who receives the right to use franchisor’s business in exchange for a royalty and an initial fee. The franchise aims to profit both the franchisor and the franchisee. A business that is seen in different cities and known because of their brand sign and colors is the same all around the places where the franchise operates. For example, the quality and taste of domino’s pizza is the same no matter from where you buy it. Some other examples of a franchise are  KFC, McDonald’s, Pizza Hut, Subway, etc. It is important for anyone deciding to start a business by becoming a franchisee to keep in mind that for franchising the franchisee is legally bound to a franchise agreement with the franchisor for a specified period of time. What is a Franchise Agreement? A franchise agreement is the base of a franchise. A franchise Agreement is a legally binding contract between two parties that are franchisor and the franchisee. It binds both the parties to carry out legal obligations for each other. The contract includes details of the franchisor’s expectations from the franchisee that how the business must be operated. It is an agreement where the franchisor consents to grant the company’s name or system to the franchisee. Essential elements of Franchise Agreement Details of both the Franchisor and Franchisee – The franchise Agreement should include all the details and information of both the parties entering into the agreement. Business operations – The franchise agreement should consist of information regarding the roles and responsibilities of the franchisee and how the franchisor expects the franchisee to run their business. The information should include details of the goods or services franchised, proper maintenance of accounts and other registers, standards of operations, and inspection of the said unit at regular intervals etc. Monetary Details to Be Included-  Franchise Fee – Every franchise has its own fee structure. These fees include the original franchise fee, regular franchise fees, royalty fees, and other fees. Late fees and interest are also included in the agreement. Any mandatory expenses should also be covered under the agreement. For example, the franchisee may be responsible for travel expenditures, training, and other costs. Royalty – This is a fixed percentage that the franchisee has to pay to the franchisor on a monthly basis for the benefit to use his brand’s name. Also, mention the specific format in which it needs to be paid, the mode of payment, details of the concerned bank account, and the intervals of making payment (monthly, quarterly or annual payment). Location of the franchise’s operation – The Franchise agreement should clearly mention the location and the territory under which the said franchisee can conduct its business operation. This is an important step as the franchisor may franchise its business to several franchises in different locations.  Duration of franchisee – The agreement should include the duration for which the franchise is lent or licensed to the franchisee. Also, it is important to mention that the franchise agreement is subject to renewal or termination post this period.  Training support – The Franchisor provides training assistance to each Franchisee. It ensures that franchise businesses run smoothly and to make sure that uniformity is maintained among all franchised businesses. Intellectual Property Rights – The franchise agreement should include the way and the method in which the said franchisee can use the Copyright, Trademark, and Trade Secrets of the franchisor. It is important to note that this clause specifies the Intellectual Property Rights that the franchisee gets to use, manufacture, sell, and distribute the goods or services in the name of the franchisor and use the Copyrighted creation of the franchisor. Renewal clause – Agreement must mention whether the franchisor wants to renew the agreement after the completion of the tenure of a franchise or terminate it. It should also state the terms and conditions for the renewal. Termination Clauses – It includes the terms that mention detailed provisions related to the termination of the franchise agreement along with the grounds on which such a franchise may be declared canceled by the franchisor during the period of the agreement. It is done where either party fails to perform as per the terms mentioned in the agreement. It also clearly mentions penalties in cases where a franchise agreement is terminated.  Resale of the franchise – The terms and conditions stated in the agreement must also specify whether any rights regarding the reselling the franchise is given to the franchisee or not. Non-Disclosure/ Confidentiality- A franchisee is aware of various trade secrets during the franchise agreement, including proprietary formulas and recipes and how the franchisor conducts the business. This information should not be disclosed and kept private ,the franchisor always states the confidentiality terms, deeds, and restraints in the franchise agreement. Advertising– This clause of the agreement gives the responsibility to the franchisee to market, advertise and other activities for the promotion. Applicable laws – the Franchise Agreement must also prescribe the laws applicable over both the franchisor and franchisee together with the legal action that can be taken by either of the..

MASTER SERVICE AGREEMENT

What is Master Service agreement? A Master Service Agreement (MSA) is a contract between two parties that outlines the terms and conditions of a long-term business relationship. It is a foundational document that sets the framework for any work or services that may be provided in the future. An MSA is typically used in industries where ongoing services are required, such as technology, consulting, or construction. The agreement sets out the expectations of both parties and lays the groundwork for how they will work together over the course of the relationship. It is a more complex with extremely technical language and more complicated terms and conditions. Because of the careful consideration given to legal issues during the drafting process, these contracts serve as the foundation for all succeeding transactions and agreements.  However, it is important to note that an MSA is a legally binding contract and should be carefully reviewed and negotiated by both parties. It is important to ensure that the terms and conditions are fair and reasonable and that they accurately reflect the needs of both parties. In addition, an MSA should be periodically reviewed and updated as needed to ensure that it remains relevant and effective. As the business relationship evolves, it may be necessary to revise the terms and conditions of the MSA to reflect any changes. Types of agreements governed by a Master Service Agreement can include: Statement of Work (SOW) – an SOW is a specific document that outlines the details of a particular project or service. It typically includes project timelines, deliverables, and pricing. The MSA will often reference the SOW, and the terms of the MSA will govern the SOW. Service Level Agreement (SLA) – an SLA is a document that outlines the performance expectations for a particular service. It typically includes metrics such as uptime, response time, and resolution time. The MSA may reference the SLA, and the terms of the MSA will govern the SLA. Non-Disclosure Agreement (NDA) – an NDA is a legal agreement that prohibits the disclosure of confidential information. The MSA may include an NDA, which will govern the handling of confidential information throughout the relationship. Master Consulting Agreement (MCA) – an MCA is a type of MSA that is specifically tailored to consulting services. It typically includes clauses related to intellectual property, warranties, and indemnification. The MCA will govern any consulting services provided under the agreement. Master Purchase Agreement (MPA) – an MPA is a type of MSA that is specifically tailored to purchasing goods or services. It typically includes clauses related to delivery, pricing, and warranties. The MPA will govern any purchases made  What is the purpose of Master Service Agreement? There are two main reasons for using MSA: The primary purpose of an MSA is to save time and resources by eliminating the need to renegotiate terms and conditions for each new project or service provided. Instead, the parties can simply refer back to the MSA for guidance. This can help to rationalize the contracting process and make it more efficient. Another purpose of an MSA is to build trust between the parties. By establishing clear expectations up front, both parties can be confident in their roles and responsibilities throughout the relationship. This can help to reduce misunderstandings and disputes and raise a more positive working relationship. WHAT IS INCLUDED IN MASTER SERVICE AGREEMENT? Product and Project Management: In the event of a problem who is responsible for delivering & installing the products or services? Employee Management: Both parties should list requirements for potential employees and background checks and other employment screening activities.  Income and Expense: Determining how a cost will be projected and how payments will be obtained and processed. Insurance Coverage: Who will be in charge of insurance acquisition and what penalties will be imposed if the responsible party fails to acquire and maintain the agreed-upon insurance coverage?  Escrow and Security: Who provides backup funding and payment for project or product protection? Government Requirements and Liabilities: Where will the work be done? Who will be in charge of ensuring compliance with local, state, and federal regulations, as well as risk mitigation? Tax Responsibility: Who will track taxes and how will tax obligations be distributed and reconciled?  Third-party Coverage and Concerns: How will actions involving a third party be handled and who will be responsible to resolve these problems or disputes? Term & Termination: MSA should specify the term of the agreement and the conditions under which the agreement can be terminated. It may specify the notice requirements, and any obligations or liabilities that may remain after termination. It should include provisions for renewals or extensions of the agreement, as well as any notice requirements for termination. What are the essential elements of Master service Agreement? Scope of work – The MSA should clearly define the scope of work or services to be provided under the agreement. This may include a description of the services, the deliverables, and the timeline for completion. Confidentiality -The MSA should include provisions to protect the confidentiality of any information exchanged between the parties. This may include requirements for non-disclosure agreements, confidentiality agreements, or other provisions to ensure that sensitive information is protected. Both the Parties further agree that any business secrets or confidential information shall not be disclosed to any third parties without written consent. This will include any form of trade secrets and intellectual property which belong to the company. Dispute Resolution -The MSA may include provisions related to dispute resolution. It may specify the method to resolve the disputes, whether through negotiation, mediation, or arbitration, and any other relevant procedures. Jurisdiction – A jurisdiction clause specifies the jurisdiction or legal venue in which any disputes arising under the agreement will be resolved. This clause will specify a particular court or arbitration forum that will have exclusive jurisdiction over any disputes arising under the MSA. The jurisdiction may be based on the physical location of one or both parties or on a neutral location that..

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