Looking for an unincorporated joint venture or consortium agreement for a specific project in a particular jurisdiction? Our neutral form agreement, drafted for 4 parties, is perfect for JV leaders and participants providing services to clients.
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The Joint Venture / Consortium Agreement to Provide Service is a crucial document that outlines the terms and conditions for a joint venture between multiple parties to provide services. This agreement is entered into by the JV Leader, Participant 1, Participant 2, and Participant 3. The importance of this document lies in its ability to establish a clear understanding and agreement between the parties involved, ensuring that all parties are aware of their roles, responsibilities, and obligations.
The entire document is divided into several sections, each serving a specific purpose. The interpretation section defines key terms used throughout the agreement, ensuring clarity and understanding. The joint venture section establishes the formation of the joint venture and outlines its purpose, which includes preparing and submitting a proposal to the client, providing additional information or negotiation with the client, entering into a services agreement, and performing all services related to the project.
The proposal submission section outlines the process of preparing and submitting the proposal to the client. It emphasizes the joint effort of the participants and the coordination of the JV Leader in this process. It also highlights the importance of obtaining the client's award of the services agreement and the need for unanimous consent on certain matters.
The performance of the work section emphasizes the importance of carrying out the services in accordance with the terms and conditions of the services agreement and this agreement. It clarifies the responsibilities of each participant and allows for amendments or additions to the services with the client's consent.
The language section specifies that the agreement shall be written and interpreted in English, ensuring a common understanding among the participants. The exclusivity section restricts participants from engaging in any activity related to the project outside of the joint venture.
The executive authority section establishes the decision-making process within the joint venture. It outlines the roles and responsibilities of the policy committee, the representatives of each participant, and the services manager. It emphasizes the need for cooperation, communication, and regular meetings.
The documents section highlights the importance of using the joint venture's name on all documents produced in connection with the project. It also specifies the signing authority of the services manager and the circulation of documents among the participants.
The personnel section emphasizes the need for each participant to assign employees or engage sub-consultants to fulfill their obligations under the agreement. It clarifies that each participant remains responsible for its own employees and actions.
The assignment and third parties section restricts participants from selling, assigning, or disposing of their rights or interests under the agreement without the consent of the other participants. It also clarifies that the agreement does not confer any rights or causes of action upon third parties.
The dispute resolution section establishes the jurisdiction and process for resolving disputes. The notices and service section outlines the requirements for giving notices under the agreement, including the methods of delivery and the addresses of the parties.
The entire agreement section confirms that this agreement sets out the entire agreement and understanding between the parties, superseding any previous agreements. It clarifies that no party has relied on any representation, warranty, or undertaking not expressly set out in the agreement.
The amendment section specifies that any variation of the agreement must be in writing and signed by the parties. It clarifies that variations do not constitute a general waiver and do not affect rights, obligations, or liabilities that have already accrued.
The no rights of third parties section clarifies that only the parties to the agreement have the right to enforce its terms.
The agreement also includes schedules that provide additional details and information. Schedule 1 includes project and agreement particulars, such as the project description, jurisdiction, and other incorporated documents. Schedule 2 covers financial administration services, including accounting procedures, invoicing, bank accounts, and advance payments. Schedule 3 allocates the obligations among the participants, specifying the scope of work and time schedule. Schedule 4 outlines the financial policy and remuneration, including the recovery of promotional costs.
Overall, this agreement is essential for establishing a joint venture and ensuring a clear understanding of roles, responsibilities, and obligations among the participants. It provides a comprehensive framework for the provision of services and serves as a reference for the parties involved throughout the project.
1. Establish the joint venture: Ensure that all parties involved in the joint venture agreement are identified, including the JV Leader and Participants 1, 2, and 3. Clarify the purpose of the joint venture, which includes preparing and submitting a proposal to the client, providing additional information or negotiation with the client, entering into a services agreement, and performing all services related to the project.
2. Coordinate the proposal submission: Assign the JV Leader as the coordinator for the preparation and submission of the proposal to the client. Emphasize the joint effort of the participants and the need for cooperation. Ensure that no changes are made to the proposal without the consent of all participants until the services agreement is effective.
3. Perform the services: Carry out the services in accordance with the terms and conditions of the services agreement and the joint venture agreement. Clarify the responsibilities of each participant and allow for amendments or additions to the services with the client's consent.
4. Establish executive authority: Form a policy committee comprising the representatives of each participant. Appoint the JV Leader as the representative of the joint venture for correspondence and discussion with the client. Hold regular meetings of the policy committee to make decisions on the policies of the joint venture.
5. Manage documents: Ensure that all documents produced in connection with the project bear the name of the joint venture. Have the services manager sign all documents submitted to the client or made available to third parties, unless they concern the interpretation of the services agreement or alteration to its terms or services to be performed.
6. Assign personnel: Assign a sufficient number of employees to the project to fulfill the obligations under the agreement. Each participant is responsible for its own employees and actions. Seek approval from the client for the engagement of sub-consultants.
7. Handle financial administration: Establish financial administration services, including accounting procedures, invoicing, bank accounts, and handling advance payments. Ensure that each participant maintains its own accounts and complies with relevant tax and social security obligations.
8. Provide guarantees and bonds: Determine the guarantees and bonds required by the client and ensure that each participant provides them in proportion to their respective shares in the services. Administer and extend the guarantees and bonds as necessary.
9. Resolve disputes: Follow the dispute resolution process outlined in the agreement, including the jurisdiction clause. Serve notices in writing and comply with the requirements for giving notices.
10. Review and update: Regularly review the agreement and its schedules to ensure compliance and make any necessary amendments. Seek unanimous consent for any variations to the agreement.
By following these steps, the joint venture can effectively provide the required services and ensure a successful collaboration among the participants.