Looking for an unincorporated joint venture/consortium agreement for a local project with 5 parties? Our draft covers manufacturing of products in a specific jurisdiction with no indemnity between participants and a JV leader.
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This joint venture agreement is a legally binding document that establishes a joint venture between multiple parties for the purpose of producing and selling products. The agreement highlights the importance of the joint venture in strengthening economic and technological cooperation and studying and developing new products. It provides a detailed interpretation of key terms and definitions used throughout the agreement.
The agreement outlines the responsibilities and obligations of each participant in the joint venture. It specifies the scope of work, time schedule, and allocation of obligations for each participant. The participants are required to cooperate and use their technology, know-how, and scientific management techniques to produce, sell, and provide after-sales service for the products. The agreement also establishes a policy committee, consisting of representatives from each participant, to make decisions on the policies of the joint venture.
The agreement includes provisions for the production agreement, which governs the production of the products. It specifies that the production will be carried out in accordance with the terms and conditions of the production agreement and this joint venture agreement. It also addresses the language of the agreement, exclusivity, executive authority, documents, personnel, assignment and third parties, severability, participant in default, duration of the agreement, liability, insurance, promotional and project costs, profits, losses, and remuneration, financial administration and accounting, guarantees and bonds, dispute resolution, notices and service, entire agreement, and amendment.
The agreement concludes with the signatures of the duly authorized representatives of the parties involved in the joint venture.
1. Establish the joint venture: Agree on the formation of the joint venture and its purpose, which is to produce and sell products and study and develop new products. Assign a joint venture leader and representatives for the joint venture.
2. Define responsibilities and obligations: Allocate the obligations and responsibilities of each participant in the joint venture. Specify the scope of work, time schedule, and requirements for each participant.
3. Cooperate in production and operation: Use technology, know-how, and scientific management techniques to produce, sell, and provide after-sales service for the products. Enter into production agreements with customers as a joint venture.
4. Establish executive authority: Establish a policy committee comprising representatives from each participant to make decisions on the policies of the joint venture. Appoint a production manager to manage and supervise the production of the products.
5. Handle documents: Ensure that all documents produced in connection with the project bear the name of the joint venture. Sign documents related to the production agreement on behalf of the joint venture.
6. Assign personnel: Assign employees to the project to fulfill the obligations and responsibilities of each participant. Ensure that each participant is responsible for its own employees and their actions.
7. Financial administration and accounting: Maintain separate accounts for each participant and keep records and accounts necessary to comply with the production agreement and local laws. Determine the financial policy of the joint venture and the process for preparing joint venture invoices.
8. Provide guarantees and bonds: Determine the requirements for guarantees and bonds and ensure that each participant provides them in proportion to their respective shares in the project.
9. Resolve disputes: Establish a mechanism for resolving disputes between participants, including the declaration of a participant in default and the reassignment of work.
10. Terminate the agreement: Specify the conditions under which the agreement may be terminated, such as regulatory reasons or completion of all production agreements. Account for costs, profits, losses, and remuneration upon termination.
11. Comply with legal requirements: Ensure that the agreement is written and interpreted in English and comply with all legal and regulatory requirements in the jurisdiction of the project.
12. Communicate effectively: Use written notices to communicate important information between participants. Keep records of all meetings and minutes of the policy committee.
13. Maintain confidentiality: Ensure that participants do not disclose confidential information obtained through their participation in the joint venture, except as required for the proper performance of the project.
14. Review and amend the agreement: Any variations or amendments to the agreement must be in writing and signed by all parties involved. Ensure that any variations do not constitute a general waiver of any provisions of the agreement.
15. No rights of third parties: Clarify that the agreement does not confer any rights or causes of action upon third parties.