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 3 parties with no indemnity between the participants.
The JV Leader intends to [INTENTION]. [PARTICIPANTS] (along with the JV Leader, each a "Participant", together the "Participants") have agreed to form a joint venture (a) to strengthen economic and technological co-operation 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").
The Participants shall make all reasonable endeavours to use their technology and know-how and scientific management techniques to produce, sell and provide after-sales service for [PRODUCTS] and other products decided by the Joint Venture, so as to allow the Parties to earn satisfactory profits.
The preparation and submission of the Project shall be undertaken jointly by the Participants. The JV Leader shall co-ordinate the Project and the contributions of the Participants. The Participants shall cooperate with the JV Leader. The Participants shall perform with all reasonable skill, care and diligence their respective functions as allotted by the Policy Committee until the start of the production and operation of the Joint Venture or until the provisions of clauses 16.1 and 16.3 have been satisfied.
The Participants shall enter into the Production Agreements with Customers as a Joint Venture.
On execution of this Agreement, each of the Participants shall grant a power of attorney in favour of a person nominated by it as its Representative, as designated in Schedule 1. The Representatives of each Participant will constitute the Policy Committee of the Joint Venture. The Representative of a Participant shall have authority under the Power of Attorney granted him to sign the Production Agreement on behalf of and in the name of that Participant. The signature of its Representative shall bind each Participant in respect of all obligations and liabilities it assumes under this Agreement.
Subject to directions of the Policy Committee, the Representative of the JV Leader shall be the representative of the Joint Venture for the purpose of correspondence on matters involving the interpretation of the Production Agreement and alterations to its terms and to the Production to be performed.
joint venture agreement,