THIS JOINT VENTURE AGREEMENT is entered into on 22 December 2024

Between

(1)            PARTY_1_NAME whose principal place of business is at PARTY_1_ADDRESS_SINGLE_LINE (the "JV Leader")

(2)            PARTY_2_NAME whose principal place of business is at PARTY_2_ADDRESS_SINGLE_LINE ("Participant 1")

Whereas

(A) The JV Leader intends to INTENTION.

(B) PARTY_2_NAME (along with the JV Leader, each a "Participant", together the "Participants") have agreed to form a joint venture to provide the required services.

It is agreed as follows:

1. Interpretation

Definitions

1.1 In this Agreement, and in the Recitals and Schedules hereto, the following terms shall (unless the context requires otherwise) have the following respective meanings:

Agreement means the document entitled Conditions and Terms together with Schedule 1 to Schedule 4 attached to them and such other documents as may be specified in Schedule 1 to form part of this Agreement;

Client means any client serviced by the Joint Venture;

day means the period between any one midnight and the next;

Defaulting Participant means a Participant declared in default of its obligations in accordance with clause 12;