An unincorporated joint venture / consortium agreement with a JV leader and participants to provide service to a client in a particular jurisdiction. The association is for services required for a specific project, rather than for a more permanent type of arrangement. This agreement is drafted for 4 parties and in Neutral Form.
The JV Leader intends to [INTENTION]. [PARTICIPANTS] (along with the JV Leader, each a "Participant", together the "Participants") have agreed to form a joint venture to provide the required services.
If it has been jointly established by the Participants that the Proposal will not be accepted by the Client or if it has not been accepted by the Client within the period allowed for acceptance in accordance with the Proposal or any extension of that period agreed between the Client and the Joint Venture, this Agreement shall terminate immediately.
If the Proposal is accepted by the Client, this Agreement shall continue to have full force and effect and shall continue the same when the Services Agreement is entered into with the Client, until confirmation has been received from the Client that the Services have been completed, or the Services Agreement has been terminated and all accounts relating to the Services between the Joint Venture and the Client and third parties between the Participants are acknowledged as settled.
Provided that the terms of this Agreement shall nevertheless continue to bind the Participants to such extent and for so long as may be necessary to give effect to the rights and obligations specified in the Agreement.
Each of the Participants will indemnify and keep indemnified the other Participant(s) against all legal liabilities arising out of or in connection with the performance, or otherwise, of its obligations under this Agreement.
In the event of it being alleged by one Participant in writing that any legal liability is attributable to any other Participant or to the Participants, the Participants shall use reasonable endeavours to reach agreement on the liabilities to be borne by each of the Participants. In the event the Participants fail to agree, a proper apportionment shall be determined by arbitration in accordance with clause 19.
Schedule 3 to this Agreement sets out the Works or Services for which each Participant is responsible.
Each Participant is required to co-operate and produce such information as is reasonably required by the Policy Committee in defending any claim made by the Client or any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
joint venture agreement,
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