A Joint Venture Agreement establishes a cooperative business
arrangement between two or more parties, typically companies, that agree to
pool resources, expertise, and capital to achieve a common business goal. This
collaboration often results in the creation of a new entity or company,
allowing each party to leverage its strengths and expand into new markets,
develop innovative products, or share in mutual profit and risk.
In this Joint Venture Agreement, the parties involved define
their roles, contributions, and responsibilities, along with terms related to
management, equity ownership, and profit-sharing. The agreement also addresses
essential elements such as intellectual property rights, restrictions on
competition, financial obligations, and the exit strategy. This structured
approach provides a transparent framework to ensure a successful partnership
while safeguarding each party’s interests, enabling both parties to operate
efficiently and effectively towards shared objectives.
Draft Joint Venture Agreement
JOINT VENTURE AGREEMENT
This Agreement is made on this ____ day of ___ between______________
incorporated under the laws of the ________headquartered at ____(hereinafter
referred to as “___") of the FIRST PART, and __________a company
registered under the Companies Act, 1956 with its office at__________
(hereinafter referred to as "INCO") of the OTHER PART.
RECITALS:
WHEREAS ________ is engaged in the manufacturing, trading, and export of __________,
and software, with an established market worldwide, and seeks to expand its
presence in India and other regions;
AND
WHEREAS ________operates as a manufacturer, dealer, and exporter of software,
aiming to grow its business within India and internationally;
AND
WHEREAS ___ and ___ wish to collaborate by forming a new company to
manufacture, trade, and export computers, hardware, and software for mutual benefit.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Formation of New Company:
A joint-stock company named __________Pvt. Ltd. (the "New Company")
shall be incorporated under the Companies Act, 1956, with its registered office
at________.
2. Subscription to Memorandum and
Articles:
____, its three nominees, and ____, along with its three
nominees, shall be the initial subscribers to the Memorandum and Articles of
Association of the New Company.
3. Equity Structure:
Shareholding in the New Company shall be equally divided between____ and ____.
4. Articles of Association:
The Memorandum and Articles of Association of the New Company will be mutually
agreed upon by ____and ____and shall define each party's rights and
obligations.
5. Consideration for Share Allotment to____:
____ will be allotted shares partly in cash and partly in exchange for the
plant, machinery, and equipment provided by ___, as well as for the transfer of______’s
patents, trademarks, trade names, and licenses to the New Company. This will
also include technical know-how, inventions, proprietary processes, and
detailed information on the manufacture, development, and servicing of
computers, hardware, and software.
6. Technical Assistance:
_____ will provide the New Company with necessary technical expertise,
assistance in assembly, installation, and operational startup to facilitate
seamless manufacturing and sales operations.
7. Ongoing Technical Support:
_____ will continue to offer technical assistance related to plant and
machinery operations, repairs, testing, and training, and will support research
and development efforts as needed for successful business operations.
8. Transfer Restrictions on Shares:
Shares allotted by the New Company may not be transferred by either ____ or
____ within five years of allotment. Thereafter, any intended transfer must
first be offered to the other party at a price determined by a mutually
appointed Valuer, or if necessary, by the _______
9. Production and Marketing:
The New Company will produce and market computers, hardware, software, and
related accessories in India and abroad under a trade name provided by ____or
another mutually agreed-upon name, with new trademarks and patents registered
as needed.
10. Export Agreement:
____ commits to purchasing 75% of the New Company’s production for export
through its distribution channels at a fair price, which will be no less than
the domestic sale price in India.
11. Non-Compete Clause:
Neither party shall engage in business that directly or indirectly harms the
operations or profitability of the New Company.
12. Startup Expenses:
______and ____ will share equally in the costs related to establishing and
promoting the New Company.
13. Consideration for ___ Share
Allotment:
______’s consideration for shares will be paid partly in cash and partly by
transferring immovable property for the New Company’s factory and office,
valued through mutual agreement.
14. Dispute Resolution:
Any disputes arising from this Agreement shall be referred to the Indian
Chamber of Commerce for arbitration or conciliation in____, and the
Arbitrator’s decision shall be binding on both parties.
15. Government Approvals:
This Agreement is subject to necessary approvals from the Government of India
and other relevant authorities.
16. Modifications in Compliance with
Regulatory Terms:
Any modifications required by the Government or regulatory authorities shall be
incorporated through a supplemental agreement. The New Company’s Memorandum and
Articles will also be adjusted as necessary.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day,
month, and year first above written.
Signed, sealed, and delivered by
Mr.
____________________
(Authorized Signatory of ____ Inc.)
In
the presence of:
