million divided into ...................million Equity Share of ----.10(ten) each, which authorised share capital will be in stages increased to ----...........million or to such other amount as may be agreed among the PARTIES. Download your free Joint Venture Agreement TemplateOur Joint Venture Agreement sample addresses the following details: 1. Who is pooling resources and sharing risks 1. The assertion of a claim for damages shall not affect the right to terminate this Agreement in accordance with Clause 13.1. This agreement is not intended to create a general joint venture between the parties. A Joint Venture Agreement is a contract between two or more individuals or businesses who would like to undertake a new discrete project, start a new service, or do some other type of specific work together in order to make a profit. million divided into million Equity Share of ----.10 (ten) each. Each Party shall appoint one arbitrator. Free Download. The cost of travel, lodging and boarding of the directors and other out of pocket expense incurred by them for attending the meetings of the Board shall be borne by the JVC. “MEMORANDUM AND ARTICLES OF ASSOCIATION” refers to the document agreed among the Parties to this Agreement which stipulates the objective, the organizational principles and the methods of internal management and administration for the JVC in accordance with the principles laid down in this Agreement “PERMITTTED NOMINEE” means any “AFFILATE” of a Party who has been permitted by that Party to acquire share in the JVC. This puts you at a better position to understand how things work easily. Joint Venture Agreement Templates . ACCOUNTS, RECORDS, REPORTS AND INSPECTION Maintenance of Records JVC will maintain separate , independent , accurate, complete, clear and satisfactory financial accounts for its business operations and shall keep records confirming to sound international practice in accordance with Indian law requirements, which accounts shall be audited at the expense of JVC but its Auditors. GPL or, as the case may, SEIL or TIC shall be entitled to recommend the appointment of alternate directors in the event that directors appointed or nominated or designated by GPL or, as the case may be, SEIL or TIC are unable to attend the meetings of the Board. via letter, telex or telegram. All documents and other papers of importance which relate to the JVC shall be drawn up in English language and shall be binding upon the Parties. The initial issued, subscribed and paid-up share capital of the JVC will be ----. COMMUNICATION TO THE PARTIES. On the termination of this Agreement the Parties hereto shall refrain from any acts, indications, publicity or advertisements which may mislead any third party into the belief that the Parties hereto still maintain business relationships with one another with reference to the JVC and neither Party hereto shall commit any act detrimental to the business or reputation of the other Parties; also the Parties shall ensure that the JVC shall not use the name of the outgoing shareholder in any manner either in publicity material or otherwise. PURPOSE. In this case, neither of the Parties shall be entitled to claim compensation from the other Parties for any damage which may be incurred due to the force majeure. apps.americanbar.org. So, what is a joint venture agreement? Another advantage of a joint venture agreement is that it provides creative ways for the parties to escape non-core businesses. Download 41.06 KB #07. The obligation of confidentiality in respect of Confidential Information shall not apply to Confidential Information which is now in, or hereafter comes into, the public domain otherwise than by breach of this Agreement. Download these 19+ Free Joint Venture Agreement Templates to help you draft your very own agreement easily. Model Joint Venture Agreement Template PDF Format Free Download. ASSIGNMENT The rights and obligations under this Agreement are personal and shall not be assignable by any Party without the prior written consent of the other Parties which consent will not be unreasonably withheld. CONSEQUENCE OF TERMINATION It is expressly agreed by and among the Parties that in case of termination of this Agreement by any Party under Clause 13.1 , SEIL shall have the right to require GPL including its PERMITTED NOMINEES to sell their entire shareholding in the JVC to SEIL and GPL/PERMITTED NOMINEES shall be obliged to sell their shares to SEIL at the price mutually agreed between the Parties failing which at the fair price determined in accordance with Clause 5.3. In the event of any one of the stated circumstances occurring, the Party affected shall promptly provide the other Parties with a written notification. Limit to Disclose Each Party and/or its Affiliate(s) shall limit disclosure of any Confidential Information to those of its employees, agents, and representatives on a need -to-know basis. upon one Party giving notice to the other Party or Parties consequent upon a change in the ownership or control of the other Party or Parties; change of ownership or control in so far as a Party is concerned shall be deemed to be occurred if there is a change in the ownership of shares in the Party which has the result of operative control being directly or indirectly exercised by any other entity other than that which presently controls the said Party. In the event of appointment of additional directors any PARTY shall have the right to nominate such directors, subject to the provisions of Clause 6.1. ()% of the issued and paid-up equity share capital of the JVC shall be subscribed and held by GPL / PERMITTED NOMINEES. All such materials shall belong to the Party and/or its Affiliates to which the Confidential Information relates and, together with all other tangible expressions of Confidential Information held by any Party and/or its Affiliates(s) shall be returned to the owner forthwith upon the termination of this Agreement. Joint Venture Partnership Agreement Document Download . INDEPENDENT PARTIES The Parties shall act in all matter pertaining to this Agreement as independent parties and nothing contained herein shall constitute either as the agent or as the partner of the other Parties and does not give any Party the power to represent the other Parties hereto. The arbitration proceedings shall be conducted in accordance with the Rules of International Chamber of Commerce. Auditors The first auditor shall be appointed by the Board as being nominated by SEIL in consultation with GPL and TIC and the appointment of the auditors shall in subsequent years be made in accordance with the relevant provisions of the Act by the shareholders of JVC based on the proposal of SEIL after consultation with GPL and TIC. Download it in the available PDF file format from this site. This document is a template for a Joint Venture Agreement between two businesses. ARTICLE 25. In case Purchasing Parties has notified Selling Party in writing that they or their PERMITTED NOMINEES do not wish to purchase the entire shareholding of Selling Party including its PERMITTED NOMINEES, in the event, Selling Party shall be entitled to sell all the share held by it/its PERMITTED NOMINEES to a third party at a price not less than the fair price referred to in Clause 14.1, provided that such a third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of shares to it to be bound by the terms and conditions of this Agreement as though it was a signatory to this Agreement. Upon such notification by the Offeror, the Offeree once again shall have the option to either purchase the said shares from the Offeror at the Opportunity Price or allow the Offeror to sell the said shares to the said third party at the Opportunity Price; such option shall be exercised by the Offeree within 10 (ten) days of such notification. Purpose. One can save such properties by having joint venture agreements with the relevant investors who can shoulder and clear the capital inconveniences. Such rights of representation on the Board shall be enjoyed by a PARTY as long as it holds equity shares in the capital of JVC. For the purpose of implementing this Agreement, the PARTIES hereto agree and undertake that they shall, at all times, exercise their respective voting rights as shareholders in the JVC in such manner and shall ensure that their respective representatives on the Board of the JVC shall so vote at the Board and shall so act so as to ensure the proper implementation and observance of the terms and provisions contained in and in the spirit of this Agreement. ARTICLE 10. Continued Use Notwithstanding anything to the contrary contained in this Clause 12, in the event of termination of this Agreement by reason of any breach by a Party, the other Party shall entitled to continue to use Confidential Information for the purpose of the activities of the JVC and such use of Confidential Information shall not be deemed to be a breach of the confidentiality obligation contained in this Article 12. It is agreed that as among the PARTIES this Agreement shall prevail and have an overriding effect, notwithstanding anything contained in the MEMORANDUM and ARTICLES OF ASSOCIATION of the JVC.