This document is a joint venture agreement made between three parties, wherein the first party is the JV Leader, and the other two parties are Participant 1 and Participant 2. The agreement is made for the purpose of forming a joint venture to provide services. According to the agreement, the Participants agree to provide services to the Client, a party specified in the agreement, and none other than its legal successors and permitted assigns.

The agreement outlines definitions for certain terms and phrases that will be used throughout the document, including Day, Proposal, Project, Services Agreement, and Works, among others. The agreement also details the roles and responsibilities of the JV Leader and the Participants, including the preparation and submission of proposals and the performance of services for the Project.

The Participants agree to form an unincorporated association, referred to as the Joint Venture, and appoint the JV Leader as the representative of the Joint Venture. The Joint Venture is responsible for preparing and submitting the Proposal to the Client and negotiating with the Client on any matters that require negotiation. The Joint Venture will also perform all services required for the Project under the Services Agreement.

The agreement details the procedure for proposal submission, which will be undertaken jointly by the Participants. The JV Leader will coordinate the preparation of the Proposal and its submission to the Client. All Participants will perform their respective functions with reasonable skill, care, and diligence until the Services Agreement is awarded.

If any Participant changes its name or is taken over by or merged with another company or partnership, it must promptly communicate the details to all other Participants and to the Client. Unless otherwise agreed upon in writing by the Participants, this Agreement will not terminate if a Participant changes its name or is taken over by, or merged with, another company or partnership.

In conclusion, this joint venture agreement outlines the terms and conditions of a joint venture between three parties for the purpose of providing services for a Project. It lays out the roles and responsibilities of the Participants and the JV Leader and defines certain terms and phrases that will be used throughout the agreement. The agreement also sets out the procedure for proposal submission and the responsibilities of the Joint Venture for preparing and submitting proposals, negotiating with the Client, and performing services required for the Project under the Services Agreement.

How to use this document?

Here are the steps to use this joint venture agreement:

1. Read the agreement carefully, noting the names and addresses of the JV Leader and the Participants.

2. Understand the purpose of the Joint Venture, which is to provide services in connection with the Project named in Schedule 1.

3. Be aware of the definitions of terms used in the agreement.

4. Note that the Participants are forming an unincorporated association under the name of JV_NAME.

5. Understand that the JV Leader will take the lead in managing the Joint Venture's affairs and will be responsible for liaising with the Client.

6. Recognise that the Participants will work together to prepare and submit the Proposal to the Client, and the JV Leader will coordinate these efforts.

7. Know that the Participants must cooperate with the JV Leader and perform their allotted functions with reasonable skill, care, and diligence until the award of the Services Agreement.

8. Understand that any changes to the Participants' names or businesses must be communicated to all other Participants and the Client promptly.

9. Recognise that a Participant may be declared in default of its obligations in accordance with clause 12.

10. Note that the Policy Committee will be responsible for the governance of the Joint Venture.

11. Know that the agreement shall terminate after the completion of the Services unless the agreement is terminated early by the Client or by mutual agreement of the Participants.

12. Recognise that the laws of the governing jurisdiction shall apply to the agreement.

13. Be aware that any dispute arising from the agreement shall be settled by mediation and, if not resolved, by arbitration.

14. Note that the agreement can only be amended in writing and must be signed by all Participants.

By following these steps, you can understand the terms and conditions of the Joint Venture Agreement and participate in it effectively.