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 3 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.
In the event of insolvency of a Participant, the other Participant(s) are hereby irrevocably constituted and appointed to act for it in all matters affecting performance of this Agreement.
A Participant who fails within a reasonable time and without reasonable excuse to perform the Services required of it under this Agreement, or any other duties and obligations set out in this Agreement, or otherwise agreed between the Participants, or between the Participants and the Client, may be declared in default by the other Participants.
If a notice in writing is received from the Client that the performance of a Participant's obligations under the Services Agreement is unsatisfactory, or a Participant considers that another Participant's performance of those obligations is unsatisfactory, a meeting of the Policy Committee shall be convened, and the Participant in question shall be afforded an opportunity to hear the criticisms against it and explain its position.
A motion may then be made by any Participant for a vote to be cast upon whether the Participant in question should be declared in default of its obligations. All Participants (other than the Participant in question) shall be entitled to vote. If a majority vote is obtained, the Participant in question shall be declared in default. Notice in writing of the declaration including the reasons for it, shall be served on the Defaulting Participant within 14 days of the Policy Committee Meeting.
Any actions taken by the other Participant(s) against the Defaulting Participant pursuant to this clause 12 shall be without prejudice to any rights to which they may be entitled at law against the Defaulting Participant.
If a reassignment of work under the Services Agreement is made in accordance with clause 12, the Defaulting Participant shall not obstruct the Participant or Participants who undertake the reassigned work and shall provide it/them with access to all documents and information necessary for its proper performance.
Any sums received by the Joint Venture in payment for the Defaulting Participant's obligations already undertaken shall be used to compensate any loss or damage resulting from that Participant's default. The Defaulting Participant shall remain responsible for providing guarantees and bonds relevant to the obligations allocated to that Participant before such reassignment until the Services are completed.
If all of the Defaulting Participant's obligations are reassigned in accordance with this clause, the other Participants shall be entitled to and shall:
(a) carry on and complete the performance of the Services Agreement without the participation of the Defaulting Participant, its successors, receivers or other legal representatives and continue to act in accordance with the terms of this Agreement (as amended to take account of the non-participation of the Defaulting Participant); and
(b) retain for the performance of the Services Agreement all equipment and materials purchased for that purpose and all assets owned by the Joint Venture at the time of the Defaulting Participant's default until the the Services are completed. The Defaulting Participant, its successors, receivers or other legal representatives shall execute and do all deeds, documents and things necessary to enable the said equipment and materials to continue to be so used and to enable the Joint Venture to continue without its involvement.
Upon completion or earlier termination of the Services Agreement and receipt of all amounts due under it, the remaining Participant(s) shall account to the Defaulting Participant for an amount equal to any sums provided by it towards any general funds which shall not previously have been expended, plus such Participant's share of any funds of the Joint Venture due to it, reduced by any losses or damage occasioned by its default.
In the event that the share of the losses chargeable to the Defaulting Participant exceeds any sums provided by it to any general funds and the share of any funds of the Joint Venture due to it in accordance with the terms of this Agreement, the Defaulting Participant shall promptly pay the excess to the remaining Participant(s).
joint venture agreement,
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