JOINT VENTURE AGREEMENT
BETWEEN
__________, of __________, PAN __________, acting through __________ (the "First Party");
AND
__________, of __________, PAN __________, acting through __________ (the "Second Party").
The First Party and the Second Party are together the "Parties".
- 1. THE VENTURE
- 2. CONTRIBUTIONS
2.3 A contribution is made on the dates and in the manner stated, and is recorded in the Venture's books at the value stated. If more money is needed, it is called by the manager in writing and provided by the Parties in the proportion of their shares in clause 3.1, and a Party that does not provide its part within thirty days may be diluted or lend the amount to the other as the Parties then agree in writing. Neither Party is bound to put in more than it has agreed to without its written consent.
- 3. SHARING AND CONTROL
3.3 If the committee cannot agree on a matter within thirty days, either Party may refer it to a senior representative of each Party who shall meet and try in good faith to settle it within a further fifteen days. If still unresolved, the matter is a dispute under clause 8, and until it is resolved the Venture continues as before without the proposed step.
- 4. MONEY AND RECORDS
4.2 The Manager shall keep proper books of account of the Venture, give each Party monthly management figures, and have the annual accounts audited by an independent chartered accountant agreed by both Parties. Each Party may inspect the books and records on reasonable notice. The Venture's tax registrations and returns shall be kept up to date, and each Party bears the income tax on its own share.
4.3 The Venture's assets and the licences, permits, contracts and brand it creates belong to the Venture, in the Parties' shares, and a Party's own pre-existing property, brand and know-how stay its own, used by the Venture only for the project and as stated in clause 2.
- 5. DUTIES OF THE PARTIES
5.1 Each Party shall act honestly and in the Venture's interest in the project, shall not take for itself an opportunity of the Venture, and shall tell the other of any conflict of interest. During the Venture, neither Party shall carry on, or take an interest in, a business that directly competes with the project in the same area without the other's written consent. This restraint ends when the Venture ends.
5.2 Each Party is responsible to third parties for the Venture's dealings as the law makes it, and as between the Parties each shall bear liabilities of the Venture in the proportion of its share in clause 3.1. A Party that is made to pay more than its share may recover the excess from the other.
- 6. CONFIDENTIALITY
- 7. TERM, EXIT AND ENDING
7.3 Either Party may end the Venture by written notice if the other commits a serious breach (including failing to provide its contribution) and does not put it right within thirty days of being told, or becomes insolvent or is wound up. The Venture then ends in the manner in clause 7.4, and the Party at fault bears any extra cost of doing so.
7.4 When the Venture ends, its debts and costs are paid first, then each Party's money contribution is repaid in proportion, and what is left is shared in the proportions in clause 3.1. An asset contributed by a Party in kind goes back to that Party if it remains, and otherwise its agreed value is dealt with as a contribution. The Manager shall prepare final accounts, and the books are kept for the period the law requires.
- 8. DISPUTES AND GOVERNING LAW
8.3 This Agreement is governed by the laws of India.
- 9. GENERAL
9.1 This Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussion, whether oral or written.
9.2 No change to this Agreement is effective unless it is in writing and signed by all the parties.
9.3 If any provision is held invalid or unenforceable, the rest of this Agreement continues in effect.
9.4 A notice under this Agreement must be in writing and sent to the other party at its address stated above, or to a new address it has given in writing. It is treated as received on delivery, or on the third day after posting by registered post.
SIGNED for the FIRST PARTY
__________
Signature: ______________________________
SIGNED for the SECOND PARTY
__________
Signature: ______________________________
WITNESSES