Unincorporated Joint Venture Agreement - India

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Unincorporated Joint Venture Agreement for use in India.

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This kit includes tools and guidelines to assist you in drafting an Unincorporated Joint Venture Agreement.

A Joint Venture Agreement is a legal document with which two or more entities can combine to do business or undertake an economic activity together. The parties agree to create a new entity by both contributing equity, and they then share in the revenues, expenses, and control of the enterprise in the proportion of their capital contribution. The venture can be for one specific project only or a continuing business relationship.

In India, joint venture contracts vary with respect to both the objective of the joint venture and its implementation. As a result, there exist two types of joint venture model contracts: the first in view of creating a company; the second in view of cooperation without creating a company. The model represented by the included form regulates cooperation between parties where no legal entity is created unlike an Incorporated Joint Venture Agreement.

Among others, this form includes the following key provisions:
  • Formation
  • Name and Place
  • Purpose
  • Contributions and Responsibilities of Parties
  • Distribution of Profits; Share of Losses; Expenses
  • Return of Capital Contributions
  • Intellectual Property
  • Management Committee and Powers and duties of the Committee
This attorney-prepared Unincorporated Joint Venture Agreement :
  1. Description and Instructions for Unincorporated Joint Venture Agreement
  2. Unincorporated Joint Venture Agreement for use in India
Law Compliance: This form is designed for use in India.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Unincorporated Joint Venture Agreement
(India)

 

THIS JOINT VENTURE AGREEMENT (“Agreement”)  is made at ________, on _______________ day of ___________ 20___ between _____________________, a company registered in India, under the Companies Act, 1956 and having its registered office at ___________________________________ , India, hereinafter referred to as the "First Party ” (which expression shall unless repugnant to the context include the Party  of the First Part's permitted successors and assigns) AND _____________________________,a incorporated under the Companies Act, 1956 _______, and having its Registered Office at ___________________________, (country) hereinafter referred to as "Second Party ” (which expression shall, unless repugnant to the context include the Second Party's permitted successors and assigns); individually to be referred to as “Party” and collectively to be referred to as “Parties”.
WHEREAS the First Party is engaged in _______________ in India;
WHEREAS the Second Party by itself and its subsidiary companies is engaged in ______________________ [in many other countries].
 
WHEREAS the Parties wish to join together in a joint venture for the purpose of       (briefly describe the purpose of the joint venture)                  ;
 
1.  Formation.  The Parties hereby establish a joint venture being an unincorporated association under (hereinafter called the Joint Venture) upon the terms and conditions herein for the purpose of carrying out the works in accordance with the Agreement. The obligations of the Parties in relation to the works and under this Agreement shall be several and not joint or joint and several.
 
2. Name and Place. The joint venture formed pursuant to this Agreement (the “Joint Venture”) shall do business under the name                   or such other name as the Members shall unanimously agree from time to time , and shall have its principal place of business at                                              .  The Joint Venture may re-locate its office from time to time or may have additional offices as the Parties may determine.  The Joint Venture shall be considered in all respects a joint venture between the Parties, and nothing in this Agreement shall be construed to create a partnership or any other fiduciary relationship between the Parties.
 
3.  Purpose.  The Joint Venture shall be formed for the purpose of                 (describe in detail the business that will be conducted by the Joint Venture)                                                                                   .
 
 
 
4.  Contributions.  
a.     The Parties shall each make an initial contribution to the Joint Venture according to the following terms:
 
i.     First Partys Contribution:                                                                                                                                        (State specifically the amount of First Partys financial contribution, as well as any equipment, goods or other value contributed by First Party.  Include the % of total funds contributed by Second Party.  Also include the date by which such contributions must be made.).
ii.   Second Partys Contribution:                                                                                                            (State specifically the amount of Second Partys financial contribution, as well as any equipment, goods or other value contributed by First Party.  Include the % of total funds contributed by Second Party.  Also include the date by which such contributions must be made.).
 
b.    In the event that the Joint Venture requires additional funds to be contributed to it by the Parties, such additional contributions shall be made in the following proportion:       )                                                     (State the proportion that each Party shall be responsible for contributing in the event additional funds are required).
 
Add as applicable:
c. First Party and Second Party shall furnish all necessary know how experience, expertise, man power, managerial assistance to make success of the project undertaken by the said Joint Venture;
d. The Joint Venture shall share, in the manner provided for in the Agreement, the obligations and responsibilities for the services to be performed for the Project as described in this Agreement. Both First Party and Second Party shall give strategic input to the Joint Venture to perform the specific services as given below:
______________________________________________________________________________________________________________________________________________________(Briefly describe)
 
5.  Distribution of Profits; Share of Losses; Expenses.  Any and all net profits accruing to the Joint Venture shall be held and distributed to the Parties in the following proportion:                                                                (State the proportion of profits to be received by First Party and Second Party.). Any loss suffered by the Joint Venture shall be also divided between the Parties in the same proportion as above. Both Parties agree that following are the kinds of expenditure that shall be permitted for reimbursements: ____________________________________________________ [Mention approved expenses].  It is agreed between the First Party and Second Party that after meeting the basic expenses of the Joint Venture, the amounts in hand of the Joint Venture  will be distributed between First Party and Second Party in the respective proportion set forth in this Clause 5 of this Agreement. Upon completion of this Agreement, funds remaining after payments of outstanding indebtedness of the Joint Venture shall be distributed to the respective Parties in the same proportion as set forth in this Clause 5.  
 
6. Return of Capital Contributions. No party shall have the right to withdraw his or her capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. The Parties shall not be personally liable for the return of the capital contribution or any part of thereof, except as otherwise provided in this Agreement. The Joint Venture shall not pay any interest on capital contributions of any Joint Venture.
 
7. Confidential Information. Each of the Parties agrees that it will not, either during the term of this Joint Venture or at any time after its termination, use technology or background technology of another Party for any purpose except the agreed purpose of this Joint Venture and it will not divulge such background technology to any person without the prior written consent of the disclosing Party; provided, however, background technology shall not be considered proprietary which:
 
i.  Is in the public domain at the time of disclosure or thereafter enters the public domain other than through a breach of this Joint Venture; or
 
ii.  Is in the possession of the receiving Party prior to its receipt from the disclosing Party; or
 
iii. Is lawfully obtained from a third party under circumstances permitting the receiving Party to use or disclose the information without restrictions; or
 
iv.  Is independently developed by the receiving Party; or
 
v.   Is required to be disclosed as a result of government or judicial action.
 
8. Intellectual Property.
a.   Intellectual property developed solely with respect the works undertaken pursuant to this Agreement will be jointly owned by all Parties. Such intellectual property which shall include, but not limited to,  reports, analysis, designs, drawings, specifications and other instruments of service prepared pursuant to this Agreement shall be registered, patented, copyrighted and secured as intellectual property rights as per the provision of law and in the name of the Joint Venture. The Joint Venture shall have the ownership and rights and privileges of all intellectual property rights acquired in the course of the performance of the works under this Agreement and in so far as it is consistent with this Agreement Second Party and First Party will be entitled to use such intellectual property for any of its purpose including to prepare documents for other projects based on such project information without any payment thereof;
b.  The Parties hereby offer licenses to each other for the intellectual property or copyrights owned by each Party developed before the execution of this Agreement and which may be used in the performance of works under this Joint Venture.  Each Party shall be deemed to have granted the other Parties a royalty-free, non-exclusive and non-assignable license to make use of any such documents or other material and data or other information and devices or processes in the context of the works under this Joint Venture. The licensee/s shall have no right to reproduce, copy, alter, reverse engineer, and sell the licenses granted by the licensor.
c.   Neither of Second Party nor First Party shall assign or transfer the intellectual property rights and interest so acquired or established pursuant to this Agreement by the Joint Venture in the course of its works, nor permit reproduction of proprietary documents, in any manner resulting in infringement or violation of any of the intellectual property rights secured by the Joint Venture during the course of the Joint Venture except upon written consent of the other Party
7. Management Committee.
 
   a.    The representative body for the Joint venture shall be a management committee (the “Committee”) which shall consist of ____ or such other number as the Parties may from time to time agree upon. The Committee shall supervise and control the works and the execution of contracts or such documentation on behalf of the Parties.
 
b.    Neither Party shall do any act, matter or thing in connection with the works or contracts other than through the Committee.
 
c.    The Committee shall hold meetings at such times as may be necessary from time to time for the administration or the day to day business of the Joint Venture and its works and may invite any person to attend any meeting of the Committee.
 
d.    A meeting of the Committee may be called at any time by either of the Parties upon giving _____ (  ) days written notice to the other.
 
e.    Each representative of the Parties on the committee shall have one vote.
 
f.    A quorum in relation to meetings of the Committee shall be constituted by ___[mention number]  representatives of the Parties, ___[mention number] appointed by either party and only unanimous decisions of the Committee shall bind the Parties.
 
g.    Any Party may at any time change the members representing it on the Committee by notifying the other of the change and may likewise from time to time designate in writing an alternative representative to act instead of an existing representative provided that at no time shall either Party appoint a representative or alternative representative to the committee to whom the other Party has a reasonable objection.
 
 
 
h.    The Committee shall appoint from among its members a chairman whose duties shall include presiding over the meetings of the Committee. The chairman shall be entitled to exercise one vote and shall not have a second or casting vote.
 
i.    Any action required or permitted to be taken by the Committee may be taken without a meeting if all the representatives of the Parties on the Committee consent in writing to such action or if such consent in writing shall be duly executed by each Party.
 
j.  The Committee shall appoint a secretary whose duties as secretary shall include advising each representative or alternative representative of proposed meetings of the Committee, the preparation of the agenda for each meeting, the keeping and distribution both to members of the Committee and to the Parties of minutes of each meeting within seven (7) days of its having taken place and informing the project manager of decisions of the committee which require implementation by the project manager.
8. Powers and duties of the Committee:
 
a.   The Committee shall have such powers as are conferred upon it by this Agreement or by the Parties from time to time. A Party may by notice in writing to the Committee specify any instructions, conditions or restrictions it may wish to impose, either generally or in a particular case, upon the exercise by its representative or representatives of any of such powers, duties and functions and thereafter no vote of such representative or representatives shall be recorded by the Committee unless it is made in accordance with such instructions, conditions or restrictions until the same shall be revoked or varied by that Party.
 
b.  The Committee shall, subject to Clause 7 above agree upon and approve all matters relating to the Joint Venture, the works and the contract including the following:
 
i.   Preparation of scope of works;  
ii. Appointment of any solicitor, consultant, accountant, expert, contractor or sub-contractor for completion of the works in accordance with the contract and the terms of their appointment;
iii.  Details of all invitations to tender and all tender documents;
iv.   Insurances in respect of the works or any part thereof;
v.   The taking of legal or arbitration proceedings in relation to the project or the Joint Venture; and
vi. The employment of any staff necessary for the Joint Venture including their salaries and payments.
 
c.   The Committee may appoint a project manager to manage the Joint Venture and to have overall responsibility for execution of the works of the Joint Venture.
 
d. The Committee may, subject to Clause 7 a above, delegate to a project manager from time to time any of the powers, duties and responsibilities vested in the committee by this agreement or by the Parties and may revoke any such delegation.
 
9. Responsibilities of Parties. Following are the responsibilities of each Party toward the Joint Venture:                                                  (List out the responsibilities or obligations of each Party toward the Joint Venture and how the responsibilities are being divided between them. Also add any licenses or Agreements such as Licensing, Technology Transfer Agreements if executed for specific expertise.)          
10. Covenants of Parties. Both Parties hereby covenant that:
a.   The services required of the Parties to Joint Venture Agreement shall be limited to the performance of services required under this Agreement.
b.   Agreement shall be borne and performed by each of the party as stated herein and the financial contribution as and when required for the Joint Venture shall be in proportion of their participation as provided in Clause 5 of this Agreement.
c.   During the term of this Joint Venture and for __ years after the termination, the Parties shall not compete with each other directly or indirectly of the business of the Joint Venture.
d.   Parties shall not pledge, hypothecate or encumber their shares in the Joint Venture except with the prior consent in writing of the other Party.
 
11.  Term.  This Agreement shall remain in full force and effect, for a period of ____(  ) years from the date of this Agreement (the “Initial Term”).  Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for successive periods of one year each (each, a “Renewal Term”), unless either Party gives written notice of termination to the other Party at least 30 days prior to (but in no case more than 60 days prior to) the expiration of the Initial Term or of any Renewal Term.  
 
12. Termination. This Agreement will be terminated: (a) on the date mutually agreed in writing by the parties; (b) on the date when the company is wound up by an order from a court; (c) for a party, when it ceases to be a participant in the Joint Venture; or (d) the completion of the works under the Joint Venture.  Termination of this Agreement will not prejudice any accrued rights or liabilities of a party.
 
If this Agreement either expires or is terminated, the Joint Venture shall be terminated as well, and all Parties obligations under this Agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect.
13. Auditors. The Auditors of the Joint Venture shall be Messrs. ___________________ of __________ or such firm of Chartered Accountants as may be agreed by the Parties hereto who shall be responsible in maintaining the day to day books of the Joint Venture on the generally accepted accounting principles.
14. Bankers. The bankers of the Joint Venture shall be _______________ , having its office at ___________________ or such other bank or banks as may be agreed to by the Parties hereto. All payments received by the Joint Venture, in connection with this Agreement, shall be promptly deposited in the a joint account and invoices received by the Joint Venture shall be paid by cheque drawn against the said joint account.
15. Indemnity.  Each Party here agrees that Party shall indemnify and keep indemnified the other Party from and against all and any loss, claim, damage, action, suit, demand, cost, interest, charges and expenses of any kind whatsoever which the other Party may suffer or incur or be called upon to suffer or incur by virtue of any breach or default by the first mentioned Party of any of its obligations or duties arising hereunder and each Party hereby indemnifies and undertakes to keep indemnified the other Party against all or any liability for loss or damage caused by an act, matter or thing done or omitted to be done on the part of the Party, its servants, employees, representatives or agents or as a consequence of the Party or its servants, agents, employees or representatives assuming any obligation or responsibility on behalf of the other Party.
16. Governing law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of ______ of India and the Parties hereto irrevocably submit to the sole and exclusive jurisdiction of the Courts at _______ in respect of any dispute or matter arising out of or connected with this Agreement. It is further agreed between the Parties hereto that in the event of there being any dispute with regards to this Agreement or any of the terms hereof or the interpretation of any of the terms of the Agreement or any dispute arising under the said Agreement, the same shall be referred to the Arbitration of two Arbitrators appointed by each of the Parties hereto i.e., First Party and the Second Party and the Arbitration proceedings shall be as per the provisions of the Arbitration and Conciliation Act, 1996 and the venue of such Arbitration proceedings shall be held and conducted in _________________alone;
17. Notice.
 
a.  All approvals, consents and notices required to be given or served hereunder by either Party hereto to the other shall be deemed to be given or served if the same shall have been delivered to, left at, sent by international courier, registered airmail or by facsimile by either Party to the other at their following respective addresses:
 
i.   If to First Party:
   [Insert name]
Address:      
Attention:   
Telephone:    
Facsimile:   
ii.   If to Second Party,
 
   [Insert name]
Address:         
Attention:   
Telephone:   
Facsimile:   
   
b.    Provided always that any of the Parties aforesaid shall have the right to inform the other of any other address or communication numbers at which such approvals, consents or notices may be served on it by giving at least 5 (five) days prior notice of such change.
 
c.   A notice will be deemed to have been received:   
i   If sent by internationally recognised courier services, 10 (ten) business days after dispatch.
ii   If sent by registered airmail, 14 (fourteen) business days after dispatch.
iii   If sent by facsimile, on receipt of confirmation of successful transmission.
18. Miscellaneous.
a.   Neither Party may assign or encumber its rights under this Agreement, in whole or in part, without the prior written approval of the other Party.
 
b.   This Agreement supersedes any previous Agreement between the parties thereto in relation to the matters dealt with therein, and represents (together with the documents referred to herein) the entire Agreement between the Parties hereto in relation to such matters and may not be varied except by a written instrument signed by all the Parties hereto. Each of the Parties hereto hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein.
 
c.   No failure to exercise and no delay in exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law. Each of the Parties hereto may release or compromise the liability of any of the other Parties hereto under this Agreement or grant to such Party time or other indulgence without affecting the liability of any other of the Parties hereto under this Agreement.
 
d.    Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect. In relation to any illegal or unenforceable part of this Agreement, the Parties hereto agree to amend such part in such manner as may be requested from time to time by any of the Parties hereto provided that such proposed amendment is legal and enforceable and to the maximum extent possible carries out the original intent of the Parties in relation to that part.
e.   The Parties to this Agreement, respectively bind themselves, their successors, assigns and legal representatives to the other Party with respect to all covenants of this Agreement;
f.    All public statements and releases, including the issuance of photographs, models and renderings, for all media for the duration of this Agreement, are subject to the prior approval of the Board of Directors;
g.   This Agreement is in four (4) counterparts in English language, and each such counterpart shall be deemed an original hereof.  In case of any conflict between the English version and any translated version of this Agreement, the English version shall govern.
 
IN WITNESS WHEREOF THE PARTIES hereto has put their respective hands and seal the day and the year first hereinabove written.
 
SIGNED, SEALED AND DELIVERED }
by the within named }
First Party }
____________________________ }
________________ through the}
hands of ___________________ }
in the presence of............. }
 
SIGNED, SEALED AND DELIVERED by}
the within named }
"Second Party}
__________________________ }
___________, through the }
hands of ___________________ }
in the presence of............ }
 
Number of Pages12
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33478
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Unincorporated Joint Venture Agreement
(India)

 

THIS JOINT VENTURE AGREEMENT (“Agreement”)  is made at ________, on _______________ day of ___________ 20___ between _____________________, a company registered in India, under the Companies Act, 1956 and having its registered office at ___________________________________ , India, hereinafter referred to as the "First Party ” (which expression shall unless repugnant to the context include the Party  of the First Part's permitted successors and assigns) AND _____________________________,a incorporated under the Companies Act, 1956 _______, and having its Registered Office at ___________________________, (country) hereinafter referred to as "Second Party ” (which expression shall, unless repugnant to the context include the Second Party's permitted successors and assigns); individually to be referred to as “Party” and collectively to be referred to as “Parties”.
WHEREAS the First Party is engaged in _______________ in India;
WHEREAS the Second Party by itself and its subsidiary companies is engaged in ______________________ [in many other countries].
 
WHEREAS the Parties wish to join together in a joint venture for the purpose of       (briefly describe the purpose of the joint venture)                  ;
 
1.  Formation.  The Parties hereby establish a joint venture being an unincorporated association under (hereinafter called the Joint Venture) upon the terms and conditions herein for the purpose of carrying out the works in accordance with the Agreement. The obligations of the Parties in relation to the works and under this Agreement shall be several and not joint or joint and several.
 
2. Name and Place. The joint venture formed pursuant to this Agreement (the “Joint Venture”) shall do business under the name                   or such other name as the Members shall unanimously agree from time to time , and shall have its principal place of business at                                              .  The Joint Venture may re-locate its office from time to time or may have additional offices as the Parties may determine.  The Joint Venture shall be considered in all respects a joint venture between the Parties, and nothing in this Agreement shall be construed to create a partnership or any other fiduciary relationship between the Parties.
 
3.  Purpose.  The Joint Venture shall be formed for the purpose of                 (describe in detail the business that will be conducted by the Joint Venture)                                                                                   .
 
 
 
4.  Contributions.  
a.     The Parties shall each make an initial contribution to the Joint Venture according to the following terms:
 
i.     First Partys Contribution:                                                                                                                                        (State specifically the amount of First Partys financial contribution, as well as any equipment, goods or other value contributed by First Party.  Include the % of total funds contributed by Second Party.  Also include the date by which such contributions must be made.).
ii.   Second Partys Contribution:                                                                                                            (State specifically the amount of Second Partys financial contribution, as well as any equipment, goods or other value contributed by First Party.  Include the % of total funds contributed by Second Party.  Also include the date by which such contributions must be made.).
 
b.    In the event that the Joint Venture requires additional funds to be contributed to it by the Parties, such additional contributions shall be made in the following proportion:       )                                                     (State the proportion that each Party shall be responsible for contributing in the event additional funds are required).
 
Add as applicable:
c. First Party and Second Party shall furnish all necessary know how experience, expertise, man power, managerial assistance to make success of the project undertaken by the said Joint Venture;
d. The Joint Venture shall share, in the manner provided for in the Agreement, the obligations and responsibilities for the services to be performed for the Project as described in this Agreement. Both First Party and Second Party shall give strategic input to the Joint Venture to perform the specific services as given below:
______________________________________________________________________________________________________________________________________________________(Briefly describe)
 
5.  Distribution of Profits; Share of Losses; Expenses.  Any and all net profits accruing to the Joint Venture shall be held and distributed to the Parties in the following proportion:                                                                (State the proportion of profits to be received by First Party and Second Party.). Any loss suffered by the Joint Venture shall be also divided between the Parties in the same proportion as above. Both Parties agree that following are the kinds of expenditure that shall be permitted for reimbursements: ____________________________________________________ [Mention approved expenses].  It is agreed between the First Party and Second Party that after meeting the basic expenses of the Joint Venture, the amounts in hand of the Joint Venture  will be distributed between First Party and Second Party in the respective proportion set forth in this Clause 5 of this Agreement. Upon completion of this Agreement, funds remaining after payments of outstanding indebtedness of the Joint Venture shall be distributed to the respective Parties in the same proportion as set forth in this Clause 5.  
 
6. Return of Capital Contributions. No party shall have the right to withdraw his or her capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. The Parties shall not be personally liable for the return of the capital contribution or any part of thereof, except as otherwise provided in this Agreement. The Joint Venture shall not pay any interest on capital contributions of any Joint Venture.
 
7. Confidential Information. Each of the Parties agrees that it will not, either during the term of this Joint Venture or at any time after its termination, use technology or background technology of another Party for any purpose except the agreed purpose of this Joint Venture and it will not divulge such background technology to any person without the prior written consent of the disclosing Party; provided, however, background technology shall not be considered proprietary which:
 
i.  Is in the public domain at the time of disclosure or thereafter enters the public domain other than through a breach of this Joint Venture; or
 
ii.  Is in the possession of the receiving Party prior to its receipt from the disclosing Party; or
 
iii. Is lawfully obtained from a third party under circumstances permitting the receiving Party to use or disclose the information without restrictions; or
 
iv.  Is independently developed by the receiving Party; or
 
v.   Is required to be disclosed as a result of government or judicial action.
 
8. Intellectual Property.
a.   Intellectual property developed solely with respect the works undertaken pursuant to this Agreement will be jointly owned by all Parties. Such intellectual property which shall include, but not limited to,  reports, analysis, designs, drawings, specifications and other instruments of service prepared pursuant to this Agreement shall be registered, patented, copyrighted and secured as intellectual property rights as per the provision of law and in the name of the Joint Venture. The Joint Venture shall have the ownership and rights and privileges of all intellectual property rights acquired in the course of the performance of the works under this Agreement and in so far as it is consistent with this Agreement Second Party and First Party will be entitled to use such intellectual property for any of its purpose including to prepare documents for other projects based on such project information without any payment thereof;
b.  The Parties hereby offer licenses to each other for the intellectual property or copyrights owned by each Party developed before the execution of this Agreement and which may be used in the performance of works under this Joint Venture.  Each Party shall be deemed to have granted the other Parties a royalty-free, non-exclusive and non-assignable license to make use of any such documents or other material and data or other information and devices or processes in the context of the works under this Joint Venture. The licensee/s shall have no right to reproduce, copy, alter, reverse engineer, and sell the licenses granted by the licensor.
c.   Neither of Second Party nor First Party shall assign or transfer the intellectual property rights and interest so acquired or established pursuant to this Agreement by the Joint Venture in the course of its works, nor permit reproduction of proprietary documents, in any manner resulting in infringement or violation of any of the intellectual property rights secured by the Joint Venture during the course of the Joint Venture except upon written consent of the other Party
7. Management Committee.
 
   a.    The representative body for the Joint venture shall be a management committee (the “Committee”) which shall consist of ____ or such other number as the Parties may from time to time agree upon. The Committee shall supervise and control the works and the execution of contracts or such documentation on behalf of the Parties.
 
b.    Neither Party shall do any act, matter or thing in connection with the works or contracts other than through the Committee.
 
c.    The Committee shall hold meetings at such times as may be necessary from time to time for the administration or the day to day business of the Joint Venture and its works and may invite any person to attend any meeting of the Committee.
 
d.    A meeting of the Committee may be called at any time by either of the Parties upon giving _____ (  ) days written notice to the other.
 
e.    Each representative of the Parties on the committee shall have one vote.
 
f.    A quorum in relation to meetings of the Committee shall be constituted by ___[mention number]  representatives of the Parties, ___[mention number] appointed by either party and only unanimous decisions of the Committee shall bind the Parties.
 
g.    Any Party may at any time change the members representing it on the Committee by notifying the other of the change and may likewise from time to time designate in writing an alternative representative to act instead of an existing representative provided that at no time shall either Party appoint a representative or alternative representative to the committee to whom the other Party has a reasonable objection.
 
 
 
h.    The Committee shall appoint from among its members a chairman whose duties shall include presiding over the meetings of the Committee. The chairman shall be entitled to exercise one vote and shall not have a second or casting vote.
 
i.    Any action required or permitted to be taken by the Committee may be taken without a meeting if all the representatives of the Parties on the Committee consent in writing to such action or if such consent in writing shall be duly executed by each Party.
 
j.  The Committee shall appoint a secretary whose duties as secretary shall include advising each representative or alternative representative of proposed meetings of the Committee, the preparation of the agenda for each meeting, the keeping and distribution both to members of the Committee and to the Parties of minutes of each meeting within seven (7) days of its having taken place and informing the project manager of decisions of the committee which require implementation by the project manager.
8. Powers and duties of the Committee:
 
a.   The Committee shall have such powers as are conferred upon it by this Agreement or by the Parties from time to time. A Party may by notice in writing to the Committee specify any instructions, conditions or restrictions it may wish to impose, either generally or in a particular case, upon the exercise by its representative or representatives of any of such powers, duties and functions and thereafter no vote of such representative or representatives shall be recorded by the Committee unless it is made in accordance with such instructions, conditions or restrictions until the same shall be revoked or varied by that Party.
 
b.  The Committee shall, subject to Clause 7 above agree upon and approve all matters relating to the Joint Venture, the works and the contract including the following:
 
i.   Preparation of scope of works;  
ii. Appointment of any solicitor, consultant, accountant, expert, contractor or sub-contractor for completion of the works in accordance with the contract and the terms of their appointment;
iii.  Details of all invitations to tender and all tender documents;
iv.   Insurances in respect of the works or any part thereof;
v.   The taking of legal or arbitration proceedings in relation to the project or the Joint Venture; and
vi. The employment of any staff necessary for the Joint Venture including their salaries and payments.
 
c.   The Committee may appoint a project manager to manage the Joint Venture and to have overall responsibility for execution of the works of the Joint Venture.
 
d. The Committee may, subject to Clause 7 a above, delegate to a project manager from time to time any of the powers, duties and responsibilities vested in the committee by this agreement or by the Parties and may revoke any such delegation.
 
9. Responsibilities of Parties. Following are the responsibilities of each Party toward the Joint Venture:                                                  (List out the responsibilities or obligations of each Party toward the Joint Venture and how the responsibilities are being divided between them. Also add any licenses or Agreements such as Licensing, Technology Transfer Agreements if executed for specific expertise.)          
10. Covenants of Parties. Both Parties hereby covenant that:
a.   The services required of the Parties to Joint Venture Agreement shall be limited to the performance of services required under this Agreement.
b.   Agreement shall be borne and performed by each of the party as stated herein and the financial contribution as and when required for the Joint Venture shall be in proportion of their participation as provided in Clause 5 of this Agreement.
c.   During the term of this Joint Venture and for __ years after the termination, the Parties shall not compete with each other directly or indirectly of the business of the Joint Venture.
d.   Parties shall not pledge, hypothecate or encumber their shares in the Joint Venture except with the prior consent in writing of the other Party.
 
11.  Term.  This Agreement shall remain in full force and effect, for a period of ____(  ) years from the date of this Agreement (the “Initial Term”).  Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for successive periods of one year each (each, a “Renewal Term”), unless either Party gives written notice of termination to the other Party at least 30 days prior to (but in no case more than 60 days prior to) the expiration of the Initial Term or of any Renewal Term.  
 
12. Termination. This Agreement will be terminated: (a) on the date mutually agreed in writing by the parties; (b) on the date when the company is wound up by an order from a court; (c) for a party, when it ceases to be a participant in the Joint Venture; or (d) the completion of the works under the Joint Venture.  Termination of this Agreement will not prejudice any accrued rights or liabilities of a party.
 
If this Agreement either expires or is terminated, the Joint Venture shall be terminated as well, and all Parties obligations under this Agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect.
13. Auditors. The Auditors of the Joint Venture shall be Messrs. ___________________ of __________ or such firm of Chartered Accountants as may be agreed by the Parties hereto who shall be responsible in maintaining the day to day books of the Joint Venture on the generally accepted accounting principles.
14. Bankers. The bankers of the Joint Venture shall be _______________ , having its office at ___________________ or such other bank or banks as may be agreed to by the Parties hereto. All payments received by the Joint Venture, in connection with this Agreement, shall be promptly deposited in the a joint account and invoices received by the Joint Venture shall be paid by cheque drawn against the said joint account.
15. Indemnity.  Each Party here agrees that Party shall indemnify and keep indemnified the other Party from and against all and any loss, claim, damage, action, suit, demand, cost, interest, charges and expenses of any kind whatsoever which the other Party may suffer or incur or be called upon to suffer or incur by virtue of any breach or default by the first mentioned Party of any of its obligations or duties arising hereunder and each Party hereby indemnifies and undertakes to keep indemnified the other Party against all or any liability for loss or damage caused by an act, matter or thing done or omitted to be done on the part of the Party, its servants, employees, representatives or agents or as a consequence of the Party or its servants, agents, employees or representatives assuming any obligation or responsibility on behalf of the other Party.
16. Governing law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of ______ of India and the Parties hereto irrevocably submit to the sole and exclusive jurisdiction of the Courts at _______ in respect of any dispute or matter arising out of or connected with this Agreement. It is further agreed between the Parties hereto that in the event of there being any dispute with regards to this Agreement or any of the terms hereof or the interpretation of any of the terms of the Agreement or any dispute arising under the said Agreement, the same shall be referred to the Arbitration of two Arbitrators appointed by each of the Parties hereto i.e., First Party and the Second Party and the Arbitration proceedings shall be as per the provisions of the Arbitration and Conciliation Act, 1996 and the venue of such Arbitration proceedings shall be held and conducted in _________________alone;
17. Notice.
 
a.  All approvals, consents and notices required to be given or served hereunder by either Party hereto to the other shall be deemed to be given or served if the same shall have been delivered to, left at, sent by international courier, registered airmail or by facsimile by either Party to the other at their following respective addresses:
 
i.   If to First Party:
   [Insert name]
Address:      
Attention:   
Telephone:    
Facsimile:   
ii.   If to Second Party,
 
   [Insert name]
Address:         
Attention:   
Telephone:   
Facsimile:   
   
b.    Provided always that any of the Parties aforesaid shall have the right to inform the other of any other address or communication numbers at which such approvals, consents or notices may be served on it by giving at least 5 (five) days prior notice of such change.
 
c.   A notice will be deemed to have been received:   
i   If sent by internationally recognised courier services, 10 (ten) business days after dispatch.
ii   If sent by registered airmail, 14 (fourteen) business days after dispatch.
iii   If sent by facsimile, on receipt of confirmation of successful transmission.
18. Miscellaneous.
a.   Neither Party may assign or encumber its rights under this Agreement, in whole or in part, without the prior written approval of the other Party.
 
b.   This Agreement supersedes any previous Agreement between the parties thereto in relation to the matters dealt with therein, and represents (together with the documents referred to herein) the entire Agreement between the Parties hereto in relation to such matters and may not be varied except by a written instrument signed by all the Parties hereto. Each of the Parties hereto hereby acknowledges that in entering into this Agreement it has not relied on any representation or warranty save as expressly set out herein or in any document referred to herein.
 
c.   No failure to exercise and no delay in exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law. Each of the Parties hereto may release or compromise the liability of any of the other Parties hereto under this Agreement or grant to such Party time or other indulgence without affecting the liability of any other of the Parties hereto under this Agreement.
 
d.    Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall continue in full force and effect. In relation to any illegal or unenforceable part of this Agreement, the Parties hereto agree to amend such part in such manner as may be requested from time to time by any of the Parties hereto provided that such proposed amendment is legal and enforceable and to the maximum extent possible carries out the original intent of the Parties in relation to that part.
e.   The Parties to this Agreement, respectively bind themselves, their successors, assigns and legal representatives to the other Party with respect to all covenants of this Agreement;
f.    All public statements and releases, including the issuance of photographs, models and renderings, for all media for the duration of this Agreement, are subject to the prior approval of the Board of Directors;
g.   This Agreement is in four (4) counterparts in English language, and each such counterpart shall be deemed an original hereof.  In case of any conflict between the English version and any translated version of this Agreement, the English version shall govern.
 
IN WITNESS WHEREOF THE PARTIES hereto has put their respective hands and seal the day and the year first hereinabove written.
 
SIGNED, SEALED AND DELIVERED }
by the within named }
First Party }
____________________________ }
________________ through the}
hands of ___________________ }
in the presence of............. }
 
SIGNED, SEALED AND DELIVERED by}
the within named }
"Second Party}
__________________________ }
___________, through the }
hands of ___________________ }
in the presence of............ }
 

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