Joint Venture / Consortium Agreement to Supply Products

This Joint Venture / Consortium Agreement to Supply Products is a legally binding document that establishes a joint venture between two parties, referred to as the JV Leader and Participant 1. The agreement outlines the purpose of the joint venture, which is to strengthen economic and technological cooperation to produce and sell products, as well as study and develop new products. The products referred to in the agreement include the agreed-upon products and any other products decided by the participants.

 

The agreement begins with an interpretation section, defining key terms used throughout the document. It also includes a section on the establishment of the joint venture, appointing the JV Leader and confirming the addresses of the joint venture.

 

The production and operation section outlines the responsibilities of the participants in using their technology and know-how to produce, sell, and provide after-sales service for the products. It also covers the preparation and submission of the project, the production agreements with customers, and the appointment of representatives and local representatives.

 

The production agreement section specifies that the production will be carried out in accordance with the terms and conditions of the production agreement and this agreement. It also outlines the responsibilities of each participant and allows for amendments and additions to the production.

 

The language section states that the agreement shall be written and interpreted in English. The exclusivity section prohibits participants from engaging in any activity related to the project outside of the joint venture.

 

The executive authority section establishes the authority of the participants and the policy committee in making decisions and appointing representatives. It also outlines the responsibilities of the policy committee, including convening meetings, keeping minutes, and acting in the best interests of the joint venture.

 

The document section covers the use of joint venture's name on documents, the disclosure of information obtained through participation in the joint venture, and the copyright of documents produced by participants.

 

The personnel section outlines the assignment of employees to the project and the responsibility of each participant for its own employees. It also allows for the engagement of sub-consultants with the approval of the policy committee.

 

The assignment and third parties section prohibits participants from selling, assigning, or disposing of any rights or interests under the agreement without the prior written consent of the participants. It also states that the agreement is exclusively for the benefit of the participants and does not confer any rights to third parties.

 

The dispute resolution section provides for the resolution of disputes through arbitration. The notices and service section outlines the requirements for giving notice under the agreement, including the methods of delivery and the addresses of the parties.

 

The entire agreement section states that the agreement sets out the entire agreement and understanding between the parties and supersedes any previous agreements. The amendment section requires any variations to the agreement to be in writing and signed by the parties.

 

The agreement does not confer any rights to third parties. The duration of the agreement is until the termination of all production agreements and the settlement of all accounts. The liability section requires each participant to indemnify the other participant(s) against legal liabilities arising from the performance of their obligations under the agreement.

 

The insurance section requires each participant to maintain insurance coverage for legal liabilities arising from their obligations. The promotional and project costs, profits, losses, and remuneration section covers the reimbursement of costs and expenses, the sharing of profits and losses, and the financial administration and accounting responsibilities.

 

The guarantees and bonds section requires participants to provide guarantees and bonds in proportion to their shares in the project. The dispute resolution section provides for the resolution of disputes through arbitration.

 

The notices and service section outlines the requirements for giving notice under the agreement, including the methods of delivery and the addresses of the parties.

 

The entire agreement section states that the agreement sets out the entire agreement and understanding between the parties and supersedes any previous agreements. The amendment section requires any variations to the agreement to be in writing and signed by the parties.

 

The agreement does not confer any rights to third parties.

How to use this document?

1. Establish the joint venture: Agree on the terms and conditions of the joint venture, including the purpose and scope of the agreement. Ensure that both parties are clear on their roles and responsibilities.

2. Appoint representatives: Each participant should appoint a representative to represent their interests in the joint venture. These representatives will form the policy committee and make decisions on behalf of the joint venture.

3. Define obligations: Clearly define the obligations of each participant in the production agreement. This includes responsibilities such as sourcing materials, providing facilities and services, and recruiting personnel.

4. Maintain financial administration: Establish a financial administration system to manage the joint venture's finances. This includes keeping accounts, handling payments, and ensuring compliance with tax and social security obligations.

5. Obtain insurance coverage: Each participant should maintain insurance coverage to protect against legal liabilities arising from their obligations. This includes public/third party liability insurance and any other insurances necessary to comply with the production agreement.

6. Reimburse promotional costs: Determine how promotional costs will be reimbursed. This may include sharing the costs proportionally to the participants' shares in the joint venture.

7. Share profits and losses: Agree on the sharing of profits and losses between the participants. This should be based on the participants' respective contributions and responsibilities.

8. Handle disputes: Establish a dispute resolution mechanism, such as arbitration, to resolve any disputes that may arise during the course of the agreement.

9. Give notice: Ensure that all notices under the agreement are given in writing and in accordance with the specified methods of delivery. Keep the addresses of the parties up to date.

10. Comply with the agreement: Each participant should comply with the terms and conditions of the agreement and fulfill their obligations in a timely and satisfactory manner. Failure to do so may result in being declared in default and facing consequences as outlined in the agreement.