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 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 (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").
No Participant shall have authority to bind or to make any commitment on behalf of the Joint Venture or of any other Participant unless the authority is expressed in writing by the Participants jointly in regard to the Joint Venture, or by a Participant individually in regard to another Participant.
From the date of this Agreement and until this Agreement terminates in accordance with its terms, the following matters shall require the Participants' unanimous consent:
(a) for the purpose of implementing the Project, the respective responsibilities and obligations to be undertaken by the Participants under the Production Agreement; and
(b) for the purpose of implementing the Project, the prices and terms and conditions of payment comprised in the Production Agreement as applicable to the Joint Venture generally, and to the participants separately.
Decisions on the policies of the Joint Venture shall be vested in a Policy Committee comprising the Representatives of each of the Participants specified in accordance with clause 3.4.
Each Participant shall provide notice of its Representative on the Policy Committee and shall give prior notice of any change in such appointments, temporary or otherwise, as may occur from time to time.
The representative of the JV Leader on the Policy Committee shall be the Chairman of the Committee. The Chairman shall ordinarily convene the meetings of the Committee and may invite others whom he wishes to attend, in order to inform or advise the Representatives, or to record the proceedings of the Committee.
In the event of there being disagreement between members of the Policy Committee on matters not otherwise prescribed in these agreements, the Chairman shall be entitled to use a casting vote.
Meetings of the Policy Committee shall take place at least as frequently as prescribed in Schedule 1 unless the Participants agree otherwise. A Participant may convene a meeting of the Committee at any time by giving at least fourteen days notice in writing to the Participants.
Minutes shall be kept, of all meetings of the Policy Committee and copies of all such minutes shall be circulated to the Participants.
The Participants respectively agree to act (and agree that their respective representatives on the Policy Committee shall act) at all times in the best interests of the Joint Venture in taking any actions relating to the Project and shall use all reasonable endeavours to settle any disputes arising between them in connection with the Joint Venture.
Each Participant shall appoint a Local Representative in each locality where that Participant is to work. The Local Representative of a Participant shall be responsible for the obligations to be undertaken by it and the performance of its responsibilities in that locality under this Agreement.
Each Participant shall notify the others of its Local Representative and the responsibilities assigned to him and shall give prior notice of any change in the appointment or assignments of responsibilities as may occur from time to time.
A Production Manager shall be appointed. Unless the Participants agree otherwise, the JV Leader shall appoint and be entitled to remove him from that position and appoint a replacement.
The Production Manager shall manage and supervise the production of the Products under the Production Agreement in accordance with the directions of the Policy Committee. The Production Manager shall report to the Policy Committee on the performance and progress of the work as and when required by that Committee.
The Local Representatives shall work under the directions of the Production Manager.
joint venture agreement,
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