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 with full indemnity between participants.
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.
No Participant shall have authority to bind or to make any commitment on behalf of the Joint Venture or of any other Participant unless the authority is expressed in writing by the Participants jointly in regard to the Joint Venture, or by a Participant individually in regard to another Participant.
From the date of this Agreement until the earlier of award of the Services Agreement to the Joint Venture or until this Agreement terminates in accordance with its terms, the following matters shall require the Participants' unanimous consent:
(a) for the purpose of submitting the Proposal, the respective responsibilities and obligations to be undertaken by the Participants under the Services Agreement, subject to the conditions of the Invitation;
(b) for the purpose of submitting the Proposal, the prices and terms and conditions of payment comprised in the Proposal as applicable to the Joint Venture generally, and to the Participants separately, subject to the conditions of the Invitation; and
(c) any communication to, or response to any communication from, the Client either written or oral and any commitment of any kind to the Client or any other party in connection with the Proposal.
From the date of the award of the Services Agreement to the Joint Venture, decisions on the policies of the Joint Venture shall be vested in a Policy Committee comprising the Representatives of each of the Participants specified in accordance with clause 3.5.
Each Participant shall provide notice of its Representative on the Policy Committee and shall give prior notice of any change in such appointments, temporary or otherwise, as may occur from time to time.
The representative of the JV Leader on the Policy Committee shall be the Chairman of the Committee. The Chairman shall ordinarily convene the meetings of the Committee and may invite others whom he wishes to attend, in order to inform or advise the Representatives, or to record the proceedings of the Committee.
In the event of there being disagreement between members of the Policy Committee on matters not otherwise prescribed in this Agreements the Chairman shall be entitled to use a casting vote.
Meetings of the Policy Committee shall take place at least as frequently as prescribed in Schedule 1, unless the Participants agree otherwise. A Participant may convene a meeting of the Committee at any time by giving at least fourteen days notice in writing to the Participants.
Minutes shall be kept, of all meetings of the Policy Committee and copies of all such minutes shall be circulated to the Participants.
The Participants respectively agree to act (and agree that their respective representatives on the Policy Committee shall act) at all times in the best interests of the Joint Venture in taking any actions relating to the Project and shall use all reasonable endeavours to settle any disputes arising between them in connection with the Joint Venture.
Each Participant shall appoint a Local Representative in each locality where that Participant is to work. The Local Representative of a Participant shall be responsible for the obligations to be undertaken by it and the performance of its responsibilities in that locality under this Agreement.
Each Participant shall notify the others of its Local Representative and the responsibilities assigned to him and shall give prior notice of any change in the appointment or assignments of responsibilities as may occur from time to time.
A Services Manager shall be appointed. Unless the Participants agree otherwise, the JV Leader shall appoint and be entitled to remove him from that position and appoint a replacement.
The Services Manager shall manage and supervise the performance of the work under the Services Agreement in accordance with the directions of the Policy Committee. The Services Manager shall report to the Policy Committee on the performance and progress of the work as and when required by that Committee.
The Local Representatives shall work under the directions of the Services Manager.
This Joint Venture should be carefully read by the undersigning parties. This Joint Venture should be signed by the authorised signatory and witnessed to complete the formality.
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