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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. 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 rights, responsibilities, and obligations.
The entire document is divided into several sections, each serving a specific purpose. The first section, titled 'Interpretation,' provides definitions for key terms used throughout the agreement, ensuring clarity and understanding. This section is essential as it sets the foundation for the rest of the document.
The second section, titled 'Joint Venture,' establishes the joint venture itself, outlining its purpose and objectives. It states that the joint venture is formed to prepare and submit a proposal to the client, negotiate with the client, and perform the services required for the project. The section also appoints the JV leader, who will take the lead in managing the joint venture's affairs.
The third section, titled 'Proposal Submission,' outlines the process for preparing and submitting the proposal to the client. It emphasizes the joint effort required from all participants and designates the JV leader as the coordinator for the proposal's preparation. It also highlights the importance of not making any changes or providing additional information without the consent of all participants.
The fourth section, titled 'Performance of the Work,' specifies that the services must be carried out in accordance with the terms and conditions of the services agreement and this agreement. It clarifies that each participant is responsible for fulfilling their obligations as prescribed in Schedule 3, subject to any amendments agreed upon by the participants.
The fifth section, titled 'Language,' states that the agreement shall be written and interpreted in English, ensuring a common understanding among all parties involved.
The sixth section, titled 'Exclusivity,' prohibits participants from engaging in any activity related to the project outside of the joint venture, ensuring that all efforts and resources are focused on the joint venture's success.
The seventh section, titled 'Executive Authority,' establishes the decision-making authority within the joint venture. It outlines the role of the policy committee, consisting of representatives from each participant, and the responsibilities of the JV leader and services manager.
The eighth section, titled 'Documents,' emphasizes the importance of using the joint venture's name on all documents produced in connection with the project. It also specifies that certain documents must be signed by the services manager.
The ninth section, titled 'Personnel,' outlines the responsibilities of each participant regarding their employees and allows for the engagement of sub-consultants with the approval of the client and participants.
The tenth section, titled 'Assignment and Third Parties,' restricts participants from selling, assigning, or transferring 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 upon third parties.
The eleventh section, titled 'Severability,' states that if any provision of the agreement is held to be invalid or unenforceable, it shall be deemed not to be included in the agreement, but the remaining provisions shall remain in full force and effect.
The twelfth section, titled 'Participant in Default,' outlines the process for declaring a participant in default if they fail to fulfill their obligations. It specifies the actions that can be taken against the defaulting participant and the consequences of their default.
The thirteenth section, titled 'Duration of the Agreement,' states that the agreement will terminate if the proposal is not accepted by the client within the specified period. It also clarifies that certain provisions of the agreement will continue to bind the participants even after termination.
The fourteenth section, titled 'Liability,' establishes the indemnification obligations of each participant and specifies the works or services for which each participant is responsible.
The fifteenth section, titled 'Insurance,' requires each participant to maintain insurance coverage for the works or services for which they are responsible.
The sixteenth section, titled 'Promotional and Project Costs, Profits, Losses, and Remuneration,' addresses the reimbursement of promotional costs, the sharing of profits and losses, and the remuneration of the participants.
The seventeenth section, titled 'Financial Administration and Accounting,' outlines the financial administration services to be provided, including the joint venture's accounting procedures, record-keeping, and invoicing process.
The eighteenth section, titled 'Guarantees and Bonds,' states that participants must provide guarantees and bonds in proportion to their respective shares in the services and be responsible for their administration.
The nineteenth section, titled 'Dispute Resolutions,' establishes the jurisdiction and governing law for resolving any disputes that may arise.
The twentieth section, titled 'Notices and Service,' specifies the requirements for giving notice under the agreement, including the methods of service and the addresses of the parties.
The twenty-first section, titled 'Entire Agreement,' states that the agreement constitutes the entire agreement between the parties and supersedes any previous agreements or understandings.
The twenty-second section, titled 'Amendment,' requires any variations to the agreement to be in writing and signed by the parties.
The twenty-third section, titled 'No Rights of Third Parties,' clarifies that third parties have no rights to enforce the terms of the agreement.
In conclusion, the Joint Venture / Consortium Agreement to Provide Service is a comprehensive document that covers all aspects of the joint venture, from its establishment to the performance of the work and the financial administration. It ensures that all parties are aware of their rights, responsibilities, and obligations, providing a solid foundation for a successful joint venture.
1. Establish a clear understanding: Before starting the joint venture, ensure that all parties have a clear understanding of the agreement's importance and purpose. Highlight the benefits and advantages of forming a joint venture.
2. Define key terms: Familiarize yourself with the definitions provided in the 'Interpretation' section to ensure a common understanding of the terms used throughout the agreement.
3. Coordinate the proposal preparation: As the JV leader, take the lead in coordinating the preparation of the proposal. Ensure that all participants are actively involved and contribute their expertise and resources.
4. Submit the proposal: Once the proposal is prepared, submit it to the client. Ensure that no changes or additional information are provided without the consent of all participants.
5. Fulfill obligations: Each participant is responsible for fulfilling their obligations as outlined in Schedule 3. Ensure that all participants are aware of their responsibilities and adhere to the agreed-upon time schedule.
6. Maintain effective communication: Establish regular meetings of the policy committee to discuss project progress, address any issues or disputes, and make decisions collectively. Keep all participants informed and involved.
7. Use the joint venture's name: Ensure that all documents produced in connection with the project bear the joint venture's name. This helps maintain a unified and professional image.
8. Manage personnel effectively: Assign a sufficient number of employees to the project and ensure they understand their roles and responsibilities. Consider engaging sub-consultants with the approval of the client and participants.
9. Comply with financial policies: Follow the financial administration services outlined in Schedule 2. Keep accurate records, prepare joint venture invoices, and ensure timely payment of expenses and remuneration.
10. Maintain insurance coverage: Each participant should maintain insurance coverage for the works or services they are responsible for. Review and update insurance policies as necessary.
11. Resolve disputes amicably: In the event of a dispute, follow the dispute resolution procedures outlined in the agreement. Seek amicable solutions and consider mediation or arbitration if necessary.
12. Keep all parties informed: Ensure that all participants receive copies of relevant documents, minutes of policy committee meetings, and any updates or changes to the agreement.
13. Comply with notice requirements: When giving notice to other parties, ensure it is in writing and served in accordance with the specified methods and addresses.
14. Adhere to the entire agreement: The agreement constitutes the entire understanding between the parties. Adhere to its terms and seek amendments only through written and signed agreements.
15. Seek legal advice if needed: If you have any doubts or concerns about the agreement or its implementation, seek legal advice to ensure compliance and protect your interests.