An unincorporated joint venture / consortium agreement with a JV leader and participants to contribute to the manufacturing of products in a particular jurisdiction. The association is for products required for a specific local project, rather than for a more permanent type of arrangement. This agreement is drafted for 5 parties and in Neutral Form.
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An unincorporated joint venture/consortium agreement with a JV leader and participants to contribute to the manufacturing of products in a particular jurisdiction. The association is for products required for a specific local project, rather than for a more permanent type of arrangement. This agreement is drafted for 5 parties and in Neutral Form.
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 (a) to strengthen economic and technological cooperation to (a) produce and sell [PRODUCTS], related products and such other products as are decided by the Participants from time to time, and (b) studying and developing other new products (the products referred to in clauses (a) and (b) above are hereinafter collectively referred to as the "Products").
This Agreement sets out the entire agreement and understanding between the parties in respect of the subject matter of this Agreement. It supersedes any heads of agreement/ memorandum of understanding which shall cease to have any further force or effect. It is agreed that:
(a) no party has entered into this Agreement in reliance upon any representation, warranty or undertaking of any other party which is not expressly set out or referred to in this Agreement; or
(b) (except for breach of an express warranty under this Agreement) no party shall have any claim or remedy for misrepresentation (whether negligent or otherwise, and whether made before or in this Agreement) or untrue statement by any other party;
(c) this clause does not exclude any liability for fraudulent misrepresentation.
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the parties to it.
Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which has already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except only to the extent that they are varied.
This document should be carefully read by the JV Leader and Participants.
Both parties should sign and return a copy, and once signed, both parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties.