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 no indemnity between the participants.
The JV Leader intends to [INTENTION]. [PARTICIPANTS] (along with the JV Leader, each a "Participant", together with the "Participants") have agreed to form a joint venture to provide the required services.
The Participants hereby establish a joint venture being an unincorporated association under the name of [JV NAME] or such other name as the Participants shall unanimously agree from time to time (the Joint Venture) for the purposes of:
(a) preparing and submitting the Proposal to the Client;
(b) providing any further information the Client may require or negotiate with the Client on any matters requiring negotiation in connection with the Proposal;
(c) entering into the Services Agreement with the Client, if the Proposal is accepted; and
(d) performing all the Services to be undertaken for the Project by the Joint Venture under the Services Agreement.
The Participants hereby appoint the JV Leader and, pursuant to clause 3.6, the representative of the Joint Venture, and confirm the addresses of the Joint Venture as stated in Schedule 1.
Any Participant which changes its name, or is taken over by or merged with another firm, must promptly communicate details of the same to all other Participants and to the Client. Unless the Participants otherwise agree in writing, this Agreement shall not terminate if a Participant changes its name or is taken over by, or merged with, another company or partnership.