A joint venture agreement is a contract between two or more businesses, outlining their responsibilities and obligations in a collaborative project. This agreement is made between a JV Leader and Participant 1 who intend to form a joint venture to provide a specific service. The agreement includes definitions of key terms, such as the Joint Venture, Proposal, Services, and Participants. It also includes provisions for the establishment and management of the joint venture, the submission of the Proposal to the client, the award of the Services Agreement, and the performance of the Services.

The Participants establish an unincorporated association called the Joint Venture, with the JV Leader appointed as the representative of the Joint Venture. The Proposal is prepared and submitted jointly by the Participants, with the JV Leader coordinating the process. The Participants are obligated to perform their respective functions as allotted by the Policy Committee until the award of the Services Agreement or until the provisions of the agreement have been satisfied.

Once the Proposal has been submitted to the Client, no changes may be made without the prior written consent of the Client. The Participants are required to keep the Proposal confidential and to use it only for the purpose of the Project. The Joint Venture may only perform Services that have been authorized by the Services Agreement, and they must perform these Services with reasonable skill, care, and diligence.

The agreement also includes provisions for payment of the Participants, liability, insurance, confidentiality, termination, and dispute resolution. The Participants' payment is determined by their contribution to the joint venture, and the agreement outlines the Joint Venture's insurance policy and limitations of liability. The agreement includes provisions for termination by either party and procedures for dispute resolution.

In summary, this joint venture agreement establishes the Participants' responsibilities and obligations in the joint venture, the process for the submission and performance of the Services, and the procedures for dispute resolution and termination. The agreement protects the Participants and ensures that the Joint Venture operates efficiently and effectively to meet the needs of the Client.

How to use this document?

1. Read through the document and ensure that you understand all the clauses, definitions, and terms.

2. Insert the current date of the agreement.

3. Fill in the names and addresses of the participants in the agreement.

4. Review the "Whereas" section to ensure that the intentions of the agreement are clear.

5. Understand the interpretations and definitions in the agreement by reviewing clause 1.1.

6. Confirm that you are aware of the schedules that are attached to the agreement.

7. Familiarise yourself with the establishment of the joint venture, as detailed in clause 2.

8. Review the appointment of the JV Leader and representative of the Joint Venture in clause 2.2.

9. Note that the agreement is not terminated if a participant changes its name or is taken over by another firm, as stated in clause 2.3.

10. Understand the process of Proposal Submission, which is detailed in clause 3.

11. Know that once the proposal has been submitted to the client, no changes can be made to the Proposal, as per clause 3.3.

12. Review and understand the clauses regarding confidentiality and intellectual property in the agreement.

13. Ensure that you are aware of the provisions for payment and payment terms as set out in clause 10.

14. Understand the provisions for termination, as per clause 16.

15. Ensure that you have reviewed and understand all clauses and provisions in the agreement.

16. Sign the agreement and retain a copy for future reference.