An unincorporated joint venture/consortium agreement with a JV leader and a participant 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 2 parties and in Neutral Form.
The JV Leader intends to [INTENTION]. [PARTICIPANT] (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").
If it has been jointly established by the Participants that the Project will not be able to proceed due to regulatory reasons, this Agreement shall terminate immediately.
This Agreement shall continue to have full force and effect and shall continue the same until all Production Agreements have been terminated and all accounts relating to the Project between the Joint Venture and third parties between the Participants are acknowledged as settled.
Provided that the terms of this Agreement shall nevertheless continue to bind the Participants to such extent and for so long as may be necessary to give effect to the rights and obligations specified in the Agreement.
Each of the Participants will indemnify and keep indemnified the other Participant(s) against all legal liabilities arising out of or in connection with the performance, or otherwise, of its obligations under this Agreement.
In the event of it being alleged by one Participant in writing that any legal liability is attributable to any other Participant or to the Participants, the Participants shall use reasonable endeavours to reach an agreement on the liabilities to be borne by each of the Participants. In the event the Participants fail to agree, a proper apportionment shall be determined by arbitration in accordance with clause 19.
Schedule 3 to this Agreement sets out the Works or Technology for which each Participant is responsible.
Each Participant is required to co-operate and produce such information as is reasonably required by the Policy Committee in defending any claim made by any third party arising out of or in connection with the performance or otherwise of the obligations under this Agreement.
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