Looking for an unincorporated joint venture agreement for a local project? Our consortium agreement covers 3 parties, with no indemnity between them, and a JV leader to oversee product manufacturing in a specific jurisdiction.
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This Joint Venture / Consortium Agreement to Supply Products is a legally binding document that establishes a joint venture between the JV Leader (Party 1) and two other participants (Party 2 and Party 3) for the purpose of producing and selling products. The agreement highlights the importance of the joint venture in strengthening economic and technological cooperation, as well as studying and developing new products.
The agreement begins with an interpretation section that defines key terms used throughout the document. It clarifies that the agreement includes the Conditions and Terms document, along with Schedule 1 to Schedule 4 and any other specified documents.
The agreement outlines the establishment of the joint venture, appointing the JV Leader as the representative and confirming the addresses of the joint venture. It also addresses the change of name or merger of a participant, stating that it will not terminate the agreement unless agreed upon in writing.
The production and operation section emphasizes the participants' commitment to using their technology and know-how to produce, sell, and provide after-sales service for the products. It highlights the joint responsibility of the participants in preparing and submitting the project, with the JV Leader coordinating the project and the contributions of the participants. The participants are required to enter into production agreements with customers as a joint venture.
The agreement establishes the Policy Committee, consisting of the representatives of each participant, to make decisions on joint venture policies. The representative of the JV Leader serves as the chairman of the committee. Local representatives are appointed by each participant to handle obligations in specific localities. A production manager is appointed by the JV Leader to manage and supervise the production of the products.
The agreement includes provisions for the production agreement, specifying that it shall prevail in case of any inconsistency with this agreement. Each participant is responsible for fulfilling their obligations as outlined in Schedule 3, which can be amended by agreement of the participants. Any alterations or additions to the production agreement must be made upon demand from customers.
The agreement is written and interpreted in English, and participants are required to maintain insurance coverage for liabilities arising from their respective obligations. It also addresses promotional and project costs, profits, losses, and remuneration, specifying reimbursement of costs and expenses incurred in connection with the project.
The agreement includes provisions for dispute resolution, notices and service, entire agreement, amendment, and no rights of third parties. It specifies the duration of the agreement and the liability of participants. The agreement concludes with the signatures of the authorized representatives of the parties involved.
To use this Joint Venture / Consortium Agreement to Supply Products, follow these steps:
1. Establish the Joint Venture: Ensure that all parties involved understand the importance of the joint venture in strengthening economic and technological cooperation and developing new products.
2. Appoint the JV Leader: Designate the JV Leader, who will take the lead in managing the joint venture's affairs and provide the joint venture's representative for liaison with customers.
3. Define Responsibilities: Clearly define the responsibilities of each participant in the joint venture, as outlined in Schedule 3. Ensure that each participant understands their obligations and the time schedule for accomplishing them.
4. Enter into Production Agreements: Each participant should enter into production agreements with customers as a joint venture. Ensure that the terms and conditions of the production agreement align with the terms of this agreement.
5. Maintain Insurance Coverage: Each participant should maintain insurance coverage for liabilities arising from their respective obligations. Ensure that the coverage is sufficient and complies with the requirements of the production agreement.
6. Handle Financial Administration: Determine the financial administration services, including accounting procedures, joint venture/consortium invoices, bank accounts, and handling of advance payments. Follow the financial policy outlined in Schedule 4.
7. Establish the Policy Committee: Form the Policy Committee comprising the representatives of each participant. The JV Leader's representative serves as the chairman. Schedule regular meetings and keep minutes of the committee's proceedings.
8. Fulfill Obligations: Each participant should fulfill their obligations diligently and in accordance with the terms of this agreement and the production agreement. Cooperate with the joint venture and other participants to ensure the successful production and sale of products.
9. Resolve Disputes: In case of any disputes, follow the dispute resolution process outlined in the agreement. Seek unanimous consent for important decisions related to the project and the production agreement.
10. Provide Notice: Any notices or communications between the participants should be in writing and served in accordance with the notice and service provisions of the agreement. Keep all parties informed of any changes in name, address, or contact details.
11. Comply with Laws and Regulations: Ensure compliance with all applicable laws and regulations in the territory where the project is located. Seek necessary approvals, registrations, and licenses as required.
12. Termination and Settlement: The agreement will continue until all production agreements have been terminated and all accounts relating to the project are settled. Upon completion or termination, account for costs, profits, and losses as specified in Schedule 4.
Please note that this guidance is a summary of the agreement and does not constitute legal advice. It is recommended to consult with legal professionals to ensure compliance with local laws and regulations.