Agreement (JVA)

Future-Proof Terms

This Joint Venture Agreement (the "Agreement") establishes a strategic partnership between the Parties to collaborate on specific project/business objective while protecting each party's interests and ensuring clear governance. Designed for flexibility and fairness, this comprehensive document covers all critical aspects of the joint venture, from capital contributions to dispute resolution, making it an ideal framework for modern business collaboration.


  • 1. Definitions

    1. "Agreement" refers to this Joint Venture Agreement and any subsequent amendments or modifications thereto.
    2. "Executor Party" refers to the party or parties responsible for the execution and implementation of the business plan and project within the joint venture consortium.
    3. "Co-investor Party" refers to the party or parties providing the necessary financing for the establishment and operation of the joint venture consortium.
    4. "Joint Venture" or "Consortium" refers to the collaborative business partnership established between the Executor Party and the Co-investor Party for the purpose of implementing the business plan.
    5. "Business Plan" refers to the comprehensive document outlining the goals, objectives, strategies, and financial projections of the joint venture project.
    6. "Project" refers to the specific initiative or undertaking outlined in the business plan for implementation within the joint venture.
    7. "Controlling Body" refers to the entity or group appointed and authorized by the Co-investor Party to oversee the management and decision-making processes of the joint venture consortium.
    8. "Profits" refers to the financial gains or earnings generated by the joint venture consortium through the successful implementation of the business plan and project.
    9. "Approval" refers to the formal acceptance or authorization of business plans, projects, or any other related documents by the Co-investor Party.
    10. "Asset Management" refers to the processes and activities involved in overseeing and managing the joint venture's assets, including but not limited to financial resources, intellectual property, and physical property.
    11. "Dispute" refers to any disagreement, claim, or controversy arising out of or in connection with this Agreement or the joint venture consortium.
    12. "Force Majeure" refers to unforeseen and unavoidable events or circumstances that prevent the Parties from fulfilling their obligations under this Agreement, including but not limited to acts of God, war, terrorism, natural disasters, and government actions.
    13. "Jurisdiction" refers to the legal authority or geographic location in which any disputes or legal proceedings concerning this Agreement will be resolved.
    14. "Documentation" refers to any written or electronic materials, reports, plans, contracts, agreements, or other related documents necessary for the implementation and operation of the joint venture.
    15. "Representative Offices" refer to the physical offices established by the Executor Party to serve as a presence for the Co-investor companies within the jurisdiction of the Executor's territory.
    16. "Registration" refers to the process of officially recording or enrolling the joint venture consortium with the local government authorities and fulfilling any legal requirements for conducting business operations.
    17. "Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by either Party to the other Party during the course of the joint venture, including but not limited to business plans, trade secrets, financial information, and customer data.
    18. "Trade Secrets" refers to any confidential business information that provides a competitive advantage to the joint venture and is not generally known or easily accessible by others.

  • 2. Purpose of the Agreement

    1. The primary purpose of this Agreement is to establish a joint venture (consortium) between the Executor Party and the Co-investor Party for the implementation of a specific business plan and project.
    2. The joint venture consortium aims to bring together the expertise, resources, and financing capabilities of the Co-investor Party with the operational and execution capabilities of the Executor Party to achieve the objectives outlined in the business plan.
    3. The Executor Party is responsible for providing the Co-investor Party with all necessary documentation, including the business plan, project details, and any other related information required for the successful implementation of the joint venture.
    4. The Co-investor Party undertakes to review and refine the business plan, project, and other associated documents, ensuring their alignment with the strategic objectives and financial requirements of the joint venture.
    5. The Co-investor Party has the authority to approve the finalized business plan, project, and other related documents, making it the Controlling Body in terms of decisions related to the joint venture.
    6. The Executor Party agrees to reimburse the Co-investor Party for the expenses incurred in the preparation and refinement of the required documents, demonstrating their commitment to cost-sharing and collaboration within the joint venture.
    7. The Executor Party is also responsible for opening representative offices for the Co-investor companies and completing all necessary registration procedures with local government authorities within the Executor's territory. This ensures legal compliance and facilitates the smooth functioning of the joint venture.
    8. The joint venture consortium is intended to be managed by a controlling body appointed by the Co-investor Party. This controlling body will oversee the management, decision-making processes, and financial matters related to the joint venture, including the operation of the joint venture banking account.
    9. The distribution of profits generated by the joint venture will be regulated by the business plan, ensuring transparency and fairness in the allocation of financial returns to the Parties.
    10. The Parties acknowledge the importance of confidentiality and trade secrets. They agree to maintain the confidentiality and protect any information or trade secrets disclosed during the course of the joint venture, using them solely for the purposes of implementing this Agreement, unless otherwise agreed in writing.
    11. The Parties recognize that unforeseen events or circumstances beyond their control, such as force majeure events, could affect the implementation of this Agreement. In such cases, the Parties will be relieved from performing their obligations temporarily, allowing them to focus on mitigating the impact of these events.
    12. Any disputes arising out of or in connection with this Agreement will be resolved through amicable negotiations. If a resolution cannot be reached, the dispute will be submitted to arbitration in the jurisdiction specified in the business plan or as agreed upon by the Parties.
    13. This Agreement and all related documents and communication between the Parties shall be prepared and conducted in the official language of the Executor party, as required by the legislation of the Executor party's country. It may be translated into other languages as per the requirements of the Co-investors. In case of any discrepancies or inconsistencies in translations, the English version shall prevail.

  • 3. Formation of Joint Venture Consortium

    1. The Executor Party and the Co-investor Party agree to establish a joint venture consortium for the purpose of implementing the business plan and project as outlined in this Agreement.
    2. The joint venture consortium shall be formed through a legally binding agreement, which includes this Agreement and any subsequent amendments or modifications agreed upon by the Parties.
    3. The joint venture consortium shall be governed by the laws and regulations of the jurisdiction in which the Executor Party operates and where the business plan will be executed, unless otherwise specified in this Agreement.
    4. The Executor Party shall deliver a complete and comprehensive business plan to the Co-investor Party, outlining the objectives, strategies, timelines, financial projections, and any other relevant details necessary for the successful implementation of the project.
    5. The Co-investor Party shall review the business plan and propose any necessary modifications or enhancements to ensure its alignment with the strategic objectives and financial requirements of the joint venture.
    6. The Executor Party shall cooperate with the Co-investor Party in refining the business plan, addressing any concerns or suggestions proposed by the Co-investor Party, and incorporating any agreed-upon changes to reach a mutually agreeable final version.
    7. The approval of the business plan, as well as any additional projects or initiatives, shall be made by the Co-investor Party, acting as the Controlling Body of the joint venture consortium. Such approval shall be documented in a separate protocol or resolution.
    8. The Executor Party shall provide all necessary documentation, permits, licenses, or authorizations required for the implementation of the business plan and project, ensuring compliance with all applicable laws and regulations.
    9. The Co-investor Party shall work closely with the Executor Party to establish the necessary governing and controlling body for the joint venture consortium. The controlling body shall be appointed by the Co-investor Party and shall have the authority to manage the affairs of the joint venture, including decision-making, financial management, and enforcement of the joint venture agreement.
    10. The joint venture consortium may engage in various activities as outlined in the business plan and authorized by the Controlling Body. These activities may include, but are not limited to, marketing, sales, production, distribution, and any other activities necessary for achieving the objectives of the joint venture.
    11. The Parties shall determine the ownership structure of the joint venture consortium in accordance with the business plan and any other shareholders' agreement or legal requirements applicable in the jurisdiction of operation.
    12. The Parties shall cooperate in opening and maintaining a joint venture bank account to facilitate financial transactions and ensure transparency in financial operations. The joint venture bank account shall be controlled by the Controlling Body or the authorized signatories as determined by the Co-investor Party.
    13. All profits generated by the joint venture consortium, as outlined in the business plan, shall be distributed in accordance with the agreed-upon profit-sharing arrangement. The allocation of profits shall be documented in a separate profit-sharing agreement or protocol.
    14. The joint venture consortium may enter into agreements, contracts, or partnerships with third parties to further the objectives of the business plan and project. Such agreements shall be entered into with the prior approval of the Controlling Body.
    15. The Parties shall ensure compliance with all applicable laws and regulations throughout the duration of the joint venture consortium, including but not limited to tax obligations, employment laws, environmental regulations, and any other legal requirements relevant to the operation of the joint venture.
    16. In the event of any dissolution, termination, or significant modification of the joint venture consortium, the Parties shall adhere to the procedures and conditions outlined in this Agreement or any separate termination agreement or protocol.
    17. The joint venture consortium shall operate for the duration specified in the business plan or as agreed upon by the Parties. However, either Party may propose the termination or modification of the joint venture, subject to the approval of the Controlling Body and in accordance with the termination provisions outlined in this Agreement.
    18. The Parties shall comply with all confidentiality obligations, trade secrets, and non-disclosure agreements pertaining to the joint venture consortium, ensuring the protection of sensitive information disclosed within the framework of the joint venture.
    19. Any modifications or amendments to the formation or structure of the joint venture consortium shall be documented in writing and executed as separate agreements or protocols, duly signed by the authorized representatives of the Parties.

  • 4. Possibility to Add Types of Capital

    This clause allows for the possibility of adding various types of capital to increase the profitability of the joint venture. By addressing financial capital, physical capital, human capital, social capital, and natural capital, this clause enables both parties to explore and agree upon avenues for enhancing the consortium's performance and success. The clause also establishes guidelines for profit distribution, reporting, evaluation, and the amendment process related to the addition of capital.
    1. Both parties have the possibility of adding various types of capital to the joint venture, provided that both parties agree and deem it beneficial to increase the profitability of the consortium. It specifically includes financial capital, physical capital, human capital, social capital, and natural capital.
    2. Financial resources and assets, including monetary funds, investments, or other financial instruments, can enhance the profitability and growth potential of the consortium. It is allowed for both parties to contribute additional financial capital if they agree to do so and outlines the process for documenting such contributions and the related ownership, rights, and obligations.
    3. It is possible to add physical capital to the joint venture. It can be tangible assets, including buildings, equipment, machinery, and other physical resources, which can expand production capacity, improve operational efficiency, or enable the provision of new goods or services. The process for contributing and managing physical capital is outlined, including considerations such as valuation, ownership percentages, and maintenance responsibilities.
    4. Knowledge, skills, qualifications, and productivity of employees or other participants are valuable resources for driving innovation, efficiency, and market competitiveness. Both parties are encouraged to consider the addition of human capital through recruitment, training, skill development programs, or collaborations with external experts, subject to mutual agreement.
    5. Connections, relationships, networks, and the consortium's reputation can open doors to new business opportunities, partnerships, or customer loyalty. Both parties are encouraged to leverage and enhance social capital through joint marketing efforts, networking initiatives, or strategic alliances, subject to mutual agreement.
    6. Responsible management and utilization of natural resources, such as land, water, minerals, forests, and other biological resources, can enhance the value proposition, cost-effectiveness, and environmental performance of the consortium's operations. Both parties are encouraged to consider the sustainable utilization and conservation of natural capital, subject to environmental regulations and mutually agreed-upon guidelines.
    7. Any profit generated by the increased profitability resulting from the addition of capital shall be distributed according to the agreed-upon profit-sharing mechanism outlined in the joint venture agreement. It emphasizes the need for transparency and fairness in profit distribution and ensures that the contributions of each party are appropriately recognized.
    8. Both Parties emphasize the requirement for regular reporting and evaluation of the added capital's performance and impact on the profitability of the joint venture. It outlines the obligations of both parties to provide accurate and timely reports on the utilization, productivity, and returns resulting from the added capital. It may also include provisions for periodic evaluations, audits, or review processes to assess the effectiveness and ongoing relevance of the added capital.
    9. Any proposed amendments related to the addition of capital must be mutually agreed upon in writing by both parties. It may include provisions for obtaining independent valuation or expert opinions to assess the potential impact and value of the added capital. All amendments shall be documented in writing and incorporated into the joint venture agreement as an addendum or amendment.

  • 5. Controlling Body

    The Controlling Body, appointed by the Co-investor Party, ensures effective management, aligns decision-making with the interests of the joint venture consortium, and promotes transparency and accountability in the consortium's operations.

    The Co-investor Party retains the authority to appoint, replace, or remove members, ensuring the Controlling Body's composition aligns with the interests and goals of the joint venture. The appointment process enables effective decision-making, accountability, and continuity within the Controlling Body, fostering the success and stability of the joint venture consortium.

    The Controlling Body's responsibilities include strategic planning, decision-making, financial management, operational oversight, risk management, and compliance with legal and regulatory requirements. The Controlling Body is tasked with maintaining transparency, accountability, financial prudence, and adherence to ethical standards within the joint venture consortium.

    5.1. Appointment of Controlling Body
    1. The joint venture consortium shall be governed by a Controlling Body appointed by the Co-investor Party, referred to as the "Controlling Body," which shall have the authority and responsibility to oversee and manage the joint venture consortium.
    2. The Co-investor Party shall have the authority to appoint and designate the Controlling Body, which shall be responsible for overseeing and managing the joint venture consortium.
    3. The Controlling Body shall be composed of individuals nominated by the Co-investor Party who possess the necessary expertise, skills, and qualifications to effectively fulfill their roles and responsibilities within the joint venture consortium.
    4. The appointment of the Controlling Body shall be documented in a written protocol or resolution, signed by the authorized representative of the Co-investor Party and the appointed individuals.
    5. The protocol or resolution shall provide details regarding the members of the Controlling Body, including their names, contact information, positions, and roles within the joint venture consortium.
    6. The Controlling Body shall initially consist of a Chairperson and other members as deemed necessary by the Co-investor Party. The Chairperson shall be responsible for presiding over meetings, ensuring the proper functioning of the Controlling Body, and representing the Controlling Body in its dealings with external parties.
    7. The Co-investor Party may, at its discretion, add or remove members of the Controlling Body as necessary, subject to any contractual obligations and legal requirements. Any such additions or removals shall be documented in an amended protocol or resolution, duly signed by the authorized representative(s) of the Co-investor Party and the respective individual(s).
    8. In the event of a member's resignation, incapacity, or termination from the Controlling Body, the Co-investor Party shall have the authority to appoint a replacement member, ensuring the continuity of the Controlling Body's functions and responsibilities.
    9. The members of the Controlling Body shall serve for the duration specified in the appointment protocol or resolution. However, the Co-investor Party reserves the right to terminate a member's appointment at any time, subject to providing reasonable notice and following any applicable legal obligations or contractual commitments.
    10. The members of the Controlling Body shall act in the best interests of the joint venture consortium, exercising diligence, care, and good faith in carrying out their duties and responsibilities.
    11. The Controlling Body shall convene regular meetings, as determined by the Co-investor Party or as required by the joint venture's operational needs. Meetings may be conducted in person, via teleconference, or in any other manner that allows for effective communication and decision-making.
    12. The Chairperson of the Controlling Body shall be responsible for setting the agenda for each meeting, ensuring that all relevant items are discussed, and that decisions are recorded and documented accurately.
    13. The Controlling Body shall make decisions by consensus or, if necessary, by a majority vote. Each member of the Controlling Body shall have one vote. In the event of a tie, the Chairperson or designated representative shall have the casting vote.
    14. The Controlling Body shall keep accurate records and minutes of all meetings, decisions, actions, and communications, ensuring that they are organized, easily accessible, and available for review by the Co-investor Party and authorized participants of the joint venture consortium.
    15. The Co-investor Party shall have the authority to revoke or modify the appointments of the members of the Controlling Body, subject to providing reasonable notice and following any relevant contractual or legal requirements.
    16. The members of the Controlling Body shall maintain the confidentiality of all proprietary, commercially sensitive, or confidential information related to the joint venture consortium, in accordance with the confidentiality provisions outlined in this Agreement.
    17. The Controlling Body shall report to the Co-investor Party on the joint venture consortium's activities, financial performance, project status, and any other relevant matters, as determined by the Co-investor Party.
    18. Any disputes arising from the decisions or actions of the Controlling Body shall be resolved in accordance with the dispute resolution provisions outlined in this Agreement.
    5.2. Duties of the Controlling Body
    1. The Controlling Body shall oversee and manage the operations of the joint venture consortium, ensuring the implementation of the business plan, compliance with legal requirements, and alignment with the strategic objectives of the joint venture.
    2. The Controlling Body shall convene regular meetings to discuss and make decisions on matters related to the joint venture's activities, including but not limited to strategic planning, financial management, project implementation, risk management, and any other significant issues that may arise.
    3. The Controlling Body shall review and approve the business plan, projects, and any significant operational or financial decisions proposed by the Executor Party, ensuring their alignment with the joint venture's goals and objectives.
    4. The Controlling Body shall have the authority to approve or reject the business plan, projects, and any significant operational or financial decisions proposed by the Executor Party. The Co-investor Party shall have ultimate decision-making authority over the joint venture consortium.
    5. The Controlling Body shall provide guidance and direction to the Executor Party in the execution of the business plan and the implementation of the projects, including monitoring the progress, offering advice or necessary adjustments, and addressing any challenges that may arise.
    6. Decisions made by the Controlling Body shall be reached by consensus or, if necessary, by a majority vote, with each member of the Controlling Body having one vote. In the event of a tie, the Chairman or designated representative shall have the casting vote.
    7. The Controlling Body shall exercise due diligence and ensure that the joint venture consortium's activities comply with all applicable laws, regulations, licenses, permits, and industry standards in the jurisdiction of operation.
    8. The Controlling Body shall establish and enforce policies, guidelines, and procedures necessary for the effective and efficient management of the joint venture consortium. These policies may include financial controls, risk management strategies, human resources policies, reporting requirements, and any other measures deemed necessary for the successful operation of the consortium.
    9. The Controlling Body shall ensure transparency and accountability in financial matters by overseeing the joint venture's financial affairs, including budgeting, accounting, financial reporting, and auditing requirements. It shall monitor the financial performance and expenditure, and take appropriate measures to safeguard the joint venture's financial resources.
    10. The Controlling Body shall have the authority to open and manage the joint venture consortium's bank account, in accordance with the authorized signatories and operating procedures designated by the Co-investor Party. It shall ensure proper utilization and allocation of funds for the joint venture's operational and investment activities.
    11. The Controlling Body shall act as the primary liaison between the joint venture consortium and external stakeholders, including government authorities, suppliers, customers, and other relevant parties. It shall represent the interests of the joint venture consortium in its dealings with these stakeholders and preserve positive relationships to support the joint venture's operations.
    12. The Controlling Body shall provide regular reports to the Co-investor Party on the joint venture's activities, financial performance, progress against the business plan, project updates, risk analysis, key performance indicators, and any other information as requested by the Co-investor Party.
    13. The Controlling Body shall ensure that appropriate personnel and resources are allocated to manage the joint venture's day-to-day operations, including managing human resources, appointing managers, and engaging necessary consultants or advisors as required.
    14. The Controlling Body shall exercise its powers and fulfill its duties in good faith, acting in the best interests of the joint venture consortium and its participants. It shall comply with any legal, regulatory, and ethical obligations and avoid any conflicts of interest that may arise.
    15. The Controlling Body shall maintain confidentiality regarding all proprietary or commercially sensitive information of the joint venture consortium, as well as any trade secrets or confidential information disclosed within the framework of the joint venture, in accordance with the confidentiality provisions outlined in this Agreement.
    16. The Controlling Body shall keep proper records and documentation of its decisions, meetings, activities, and communications for future reference and to ensure transparency, accountability, and compliance with legal and regulatory requirements.
    17. The Controlling Body shall review and evaluate the joint venture consortium's performance periodically, identifying areas for improvement and taking necessary actions to enhance the joint venture's strategic positioning, operational efficiency, and financial stability.
    18. The Controlling Body shall exercise oversight and control over any agreements, contracts, or partnerships entered into by the joint venture consortium with third parties, ensuring compliance with approved policies, procedures, and legal requirements.
    19. The Controlling Body shall address and resolve any disputes or conflicts arising among the joint venture consortium's participants, aiming to maintain harmony and collaboration within the consortium.
    20. The Controlling Body shall comply with any obligations related to reporting, disclosure, and transparency required by applicable laws, regulations, and authorities.
    21. Any decisions or actions of the Controlling Body shall be subject to review and approval by the Co-investor Party, which reserves the ultimate decision-making authority over the joint venture consortium.
    22. In case of any disputes related to the decisions or actions of the Controlling Body, the dispute resolution provisions outlined in this Agreement shall apply.

  • 6. Distribution of Profits

    1. The Parties agree that any profits generated from the activities conducted under this Agreement shall be distributed among them in accordance with the provisions outlined in this section.
    2. The profits generated from the activities conducted under this Agreement shall be determined by deducting all applicable costs, expenses, taxes, and any other liabilities incurred in relation to the activities from the gross revenue generated.
    3. The profits shall be calculated and determined on a periodic basis, preferably on a monthly, quarterly, or annual basis, as agreed upon by the Parties.
    4. The Parties shall maintain accurate and detailed records of all revenue, costs, and expenses related to the activities conducted under this Agreement. These records shall be made available for inspection by both Parties upon request.
    5. The distribution of profits shall be based on the agreed profit-sharing ratio between the Parties. The profit-sharing ratio shall be determined by mutual agreement and shall be duly documented in a separate agreement or appendix to this Agreement.
    6. The profit-sharing ratio may be based on various factors, including but not limited to, the investment contributions of each Party, the efforts and resources contributed by each Party, or any other mutually agreeable basis.
    7. The profit-sharing ratio may be fixed for the entire duration of this Agreement or may be subject to periodic reassessment or adjustment by mutual consent of the Parties.
    8. The profits shall be distributed to the Parties within a specified time frame following the determination of the profits. The Parties shall agree upon the exact time frame for profit distribution and document it in this Agreement.
    9. The Parties shall determine whether the profits shall be distributed in cash or through other means, such as direct deposit, wire transfer, or issuance of checks. The method of profit distribution shall be mutually agreed upon and documented in this Agreement.
    10. The Parties understand and acknowledge that the distribution of profits shall be subject to applicable laws, regulations, and tax obligations. Both Parties shall be responsible for their respective tax obligations arising from the distribution of profits.
    11. In the event of any dispute or disagreement concerning the determination or distribution of profits, the Parties shall attempt to resolve the matter amicably through negotiation and good faith discussions. If the dispute remains unresolved, the Parties agree to utilize mediation or arbitration as a means of resolving the dispute, in accordance with the dispute resolution provisions outlined in this Agreement.
    12. The distribution of profits as agreed upon in this Agreement shall be deemed final and binding upon the Parties, and no Party shall have any further claims or rights to the profits beyond the distributed amount, except as otherwise expressly stated in this Agreement.

  • 7. Approval of Business Plans and Projects

    1. The Co-investor Party shall have the authority and responsibility to review, assess, and approve the business plans and projects proposed by the Executor Party, which are essential for the successful implementation of the joint venture consortium.
    2. The Executor Party shall provide the Co-investor Party with comprehensive and detailed business plans, project proposals, and any other relevant documentation related to the proposed activities, as per the agreed-upon timeline and requirements.
    3. The Co-investor Party shall diligently review the business plans and projects to ensure they are aligned with the strategic goals, financial requirements, and interests of the joint venture consortium.
    4. The Co-investor Party may request modifications, clarifications, or further information from the Executor Party, as necessary, to fully understand and evaluate the business plans and projects.
    5. The Co-investor Party shall make a decision regarding the approval or rejection of the business plans and projects after a thorough review process. The decision-making process may involve consultations, additional meetings, or evaluations conducted by designated personnel or experts, as deemed necessary.
    6. The approval or rejection of the business plans and projects shall be documented in a separate protocol, resolution, or written decision, duly signed by the authorized representatives of the Co-investor Party.
    7. In the event of approval, the Co-investor Party shall provide written confirmation to the Executor Party, specifying the approved business plans and projects, any conditions or requirements set forth by the Co-investor Party, and any timelines or milestones for implementation.
    8. The Executor Party shall comply with the approved business plans and projects in all material respects, adhering to the specified timelines, objectives, quality standards, and any other requirements set forth by the Co-investor Party.
    9. Any modifications, changes, or deviations from the approved business plans and projects shall require the prior written consent and approval of the Co-investor Party.
    10. The Co-investor Party reserves the right to withhold approval or require modifications to the business plans and projects if it deems that the interests of the joint venture consortium or the objectives of this Agreement are not adequately addressed or met.
    11. The Co-investor Party may, at its discretion, propose amendments to the business plans and projects, subject to negotiation and agreement with the Executor Party. Any modifications shall be documented in a written amendment or addendum to the original business plans and projects.
    12. The Executor Party shall provide regular updates to the Co-investor Party on the progress, milestones, challenges, and any significant developments related to the approved business plans and projects.
    13. The Co-investor Party may request periodic reports, financial statements, or other relevant information and documentation to monitor and assess the implementation of the approved business plans and projects.
    14. In the event that disagreement arises between the Parties concerning the approval or rejection of business plans and projects, the Parties shall attempt to resolve the matter amicably through negotiation and good faith discussions. If an agreement cannot be reached, the dispute resolution provisions outlined in this Agreement shall apply.
    15. The approval of business plans and projects shall not relieve the Executor Party of its responsibility to perform its obligations under this Agreement or any other relevant agreements entered into between the Parties.

  • 8. Asset Management

    The Executor Party is responsible for the day-to-day operations, maintenance, and management of the assets, subject to the strategic direction and approval of the Co-investor Party. Accurate records, inspections, and assessments of assets are required to ensure their proper utilization, protection, and maintenance. The Executor Party is responsible for developing and implementing asset management plans, strategies, and policies that aim to optimize asset utilization, mitigate risks, and maximize value creation. Compliance with applicable laws and regulations, as well as the timely reporting of material changes, is crucial. The Co-investor Party has the right to appoint independent auditors or consultants to assess asset management practices. The approval of major asset-related decisions, transactions, or contracts lies with the Co-investor Party, while the Executor Party must comply with all applicable laws and regulations. Disputes related to asset management are subject to negotiation and, if necessary, the dispute resolution provisions outlined in this Agreement. Regular updates and reports on the status, performance, and condition of assets are required. Both Parties have the right to propose amendments or modifications, documented through written amendments or addendums to the Agreement.

    1. The Parties agree to establish an effective and efficient framework for the management of assets owned, controlled, or utilized by the joint venture consortium.
    2. The Executor Party shall be responsible for the day-to-day operations, maintenance, and management of the assets, subject to the overall strategic direction and approval of the Co-investor Party.
    3. The Executor Party shall maintain accurate and up-to-date records of all assets, including but not limited to real estate, equipment, intellectual property rights, investments, and any other tangible or intangible assets held by the joint venture consortium.
    4. The Executor Party shall establish a robust system for tracking, monitoring, and safeguarding the assets of the joint venture consortium, ensuring their proper utilization, protection, and maintenance.
    5. The Executor Party shall conduct routine inspections and assessments of the assets to identify any maintenance, repair, or replacement needs. Any necessary repairs or maintenance shall be promptly addressed to prevent any deterioration or loss of value.
    6. The Executor Party shall be responsible for developing and implementing asset management plans, strategies, and policies for the optimal utilization, enhancement, and value creation of the assets.
    7. The Executor Party shall strive to maximize the efficiency, productivity, and profitability of the assets through effective utilization, risk mitigation, cost optimization, and revenue generation initiatives.
    8. The Executor Party shall be liable for any damages, losses, or liabilities arising out of negligence, non-compliance with applicable laws and regulations, or failure to exercise reasonable care in the management of the assets.
    9. The Co-investor Party shall have the right to appoint an independent auditor or consultant to conduct periodic audits or assessments of the asset management practices employed by the Executor Party. The Executor Party shall cooperate fully with such audits or assessments and provide all necessary information, documents, or access to facilitate the process.
    10. The Co-investor Party shall have the authority to review, approve, or reject any major decisions, transactions, or contracts related to the acquisition, disposition, financing, or encumbrance of assets. The Executor Party shall seek prior approval from the Co-investor Party for any such actions, as required under this Agreement or mutually agreed-upon procedures.
    11. The Parties shall maintain proper documentation and records of all asset-related transactions, including leases, contracts, licenses, permits, and other legal instruments. Such documents shall be kept securely and made available for review or audit upon request by either Party.
    12. The Parties shall ensure compliance with all applicable laws, regulations, and permits pertaining to the ownership, use, or operation of the assets. The Executor Party shall promptly inform the Co-investor Party of any material changes in legal or regulatory requirements that may impact the assets or their management.
    13. In the event of any dispute or disagreement concerning asset management, the Parties shall engage in good faith discussions and negotiations to resolve the issue. If the dispute cannot be resolved amicably, the dispute resolution provisions outlined in this Agreement shall apply.
    14. The Executor Party shall provide regular updates and reports to the Co-investor Party on the status, performance, and condition of the assets, as well as any significant events or developments that may impact their value or utilization.
    15. Either Party may propose amendments or modifications to the asset management framework or procedures, subject to negotiation and agreement between the Parties. Any changes shall be documented in a written amendment or addendum to this Agreement.
    16. The Controlling Body, as appointed by the Co-investors, shall have the primary responsibility for the effective management of all assets owned or controlled by the joint venture consortium, including but not limited to tangible assets, intangible assets, financial assets, and intellectual property.
    17. The Controlling Body shall ensure that all assets are properly maintained, protected, and utilized in a manner that maximizes the value and returns for the joint venture consortium.
    18. The Controlling Body shall establish comprehensive asset management policies, procedures, and guidelines to govern the acquisition, utilization, disposal, and transfer of assets. These policies shall be in accordance with relevant laws and regulations and consistent with the objectives and strategies outlined in the business plan.
    19. The Controlling Body shall perform regular assessments and evaluations of the joint venture's assets to determine their market value, depreciation, and potential risks or opportunities associated with them. These assessments shall be adequately documented and reported to the Co-investors.
    20. The Controlling Body shall develop and implement appropriate internal controls and risk management strategies to safeguard the joint venture's assets from unauthorized use, loss, or damage. It shall establish and maintain an accurate and up-to-date inventory of all assets, including their location, condition, and ownership details.
    21. The Controlling Body shall oversee the selection, appointment, and management of external service providers, such as asset evaluators, appraisers, insurance providers, custodians, and maintenance contractors, as necessary to support asset management activities. It shall ensure that these service providers meet the required standards of professionalism, competence, and integrity.
    22. The Controlling Body shall be responsible for formulating and implementing appropriate investment strategies for the joint venture's financial assets, with the objective of achieving optimal returns and managing risks within the parameters defined in the business plan.
    23. The Controlling Body shall monitor and review the performance of all assets regularly, utilizing relevant financial and operational metrics. It shall analyze the results and provide timely reports to the Co-investors, highlighting any significant deviations or concerns, along with recommended corrective actions.
    24. The Controlling Body shall liaise with the Co-investors and other relevant stakeholders to obtain necessary approvals for major asset-related decisions, including acquisitions, disposals, leases, licenses, and collaborations. It shall ensure compliance with applicable laws, regulations, and contractual obligations in all asset-related transactions.
    25. The Controlling Body shall maintain accurate and up-to-date records, accounts, and financial statements pertaining to asset management activities. It shall prepare periodic and annual reports on the joint venture consortium's asset performance, financial status, and overall asset management strategy, and provide them to the Co-investors in a timely manner.
    26. The Controlling Body shall exercise due diligence and fiduciary responsibility in managing the joint venture's assets, always acting in the best interests of the consortium and in accordance with the provisions of this agreement, the business plan, and applicable laws and regulations.
    27. The Controlling Body shall promptly inform the Co-investors of any material changes, risks, or events that may impact the joint venture's asset value, financial stability, or ongoing operations. It shall collaborate with the Co-investors and other relevant parties to devise appropriate mitigation strategies or contingency plans, if required.
    28. The Controlling Body shall maintain strict confidentiality and observe any non-disclosure obligations pertaining to asset-related information, trade secrets, and sensitive commercial data, as stipulated in this agreement and any separate confidentiality agreements entered into by the consortium.
    29. In the event of a change in the composition or structure of the Controlling Body, for whatever reasons, the new members shall assume all responsibilities and obligations outlined in this section and shall be subject to the same level of accountability and scrutiny as their predecessors.
    30. The Controlling Body shall report to the Co-investors on a regular basis, providing comprehensive updates on asset management activities, challenges, achievements, and any other matters pertinent to their responsibilities, as requested or required by the Co-investors.

  • 9. Dispute Resolution

    9.1. Jurisdiction for Dispute Resolution
    1. Any disputes or disagreements arising under or in connection with this Joint Venture Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified in the business plan or as agreed upon by the Co-investors.
    2. The Co-investors acknowledge and agree that the selected jurisdiction for dispute resolution shall have exclusive jurisdiction over any legal actions, proceedings, or claims arising from or related to this agreement, except where the Co-investors mutually agree to pursue alternative dispute resolution mechanisms.
    3. The Co-investors irrevocably and unconditionally submit to the personal jurisdiction of the courts in the selected jurisdiction for the purposes of resolving any disputes or claims that may arise under or in connection with this agreement. They also waive any objection to the venue of any legal proceedings and any claim that such proceedings have been brought in an inconvenient forum.
    4. The language used in the dispute resolution proceedings shall be the language specified in this agreement or, if necessary, a language agreed upon by the Co-investors or determined by the jurisdiction in which the proceedings are conducted. The Co-investors shall ensure that all relevant documents and evidence are presented in the specified language to facilitate proper understanding and interpretation.
    5. The Co-investors acknowledge that the selected jurisdiction for dispute resolution may have specific rules and procedures that govern the conduct of legal proceedings. They agree to comply with all applicable laws, regulations, and court directives to ensure the fair and efficient resolution of any disputes.
    6. The Co-investors understand and accept that the courts in the selected jurisdiction have the authority to grant interim or injunctive relief and to enforce any decision, award, or resolution issued as a result of the dispute resolution proceedings. They agree to promptly comply with and enforce any such decision, award, or resolution without delay.
    7. The Co-investors acknowledge that the courts in the selected jurisdiction have the power to determine issues of jurisdiction, competence, and enforceability of any dispute resolution agreement or clause contained in this agreement. They agree to submit to the jurisdiction of these courts for the resolution of any such preliminary or procedural matters.
    8. In the event that any Co-investor commences legal proceedings in a different jurisdiction without the prior written consent of the other Co-investors or in violation of the dispute resolution provisions of this agreement, all other Co-investors may seek an immediate stay of such proceedings and request the transfer or dismissal of the case to the selected jurisdiction for proper and exclusive resolution.
    9. The Co-investors acknowledge that the courts in the selected jurisdiction may have exclusive jurisdiction to issue orders, judgments, or injunctions to enforce the rights and obligations of the parties under this agreement. They undertake to fully cooperate with any such court orders and to take all necessary actions to comply with the terms and conditions set forth therein.
    10. The Co-investors agree that they will not bring any claims, actions, or proceedings against each other in any jurisdiction other than the selected jurisdiction for dispute resolution, unless mutually agreed upon in writing or required by applicable law.
    11. The Co-investors understand and accept that the selected jurisdiction for dispute resolution may have its own laws and regulations governing the enforceability of foreign judgments or arbitration awards. They undertake to take all necessary steps, including the execution of any necessary legal instruments or agreements, to ensure the enforceability of any decision, award, or resolution obtained in the selected jurisdiction in other jurisdictions where enforcement may be sought.
    12. The Co-investors acknowledge that the provisions of this section relating to jurisdiction for dispute resolution are a material inducement to the entering into of this agreement and that any breach or violation of these provisions may cause irreparable harm and damage for which monetary damages may not be an adequate remedy. Accordingly, the parties agree that the other Co-investors shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief to enforce compliance with the provisions of this section.
    9.2. Dispute Resolution by Mutual Agreement
    1. In the event of a dispute between the Co-investors or the consortium members arising from or in connection with this agreement, the parties shall make every effort to resolve the dispute through good faith negotiations and mutual agreement.
    2. The parties shall, within a reasonable time after the dispute arises, appoint designated representatives to meet and attempt to resolve the dispute through direct negotiations. These designated representatives shall have the authority to negotiate on behalf of their respective parties and shall act in good faith to reach a mutually acceptable resolution.
    3. The designated representatives shall conduct their negotiations in a cooperative and constructive manner, considering the interests of all parties involved and working towards a solution that is fair and equitable. They shall use their best efforts to reach a resolution that is consistent with the objectives and principles outlined in this agreement.
    4. If the designated representatives are unable to resolve the dispute within a reasonable time or if the dispute is of a complex nature, the parties may agree to refer the dispute to mediation, arbitration, or any other alternative dispute resolution mechanism specified in the business plan or agreed upon by all Co-investors.
    5. Mediation:
    6. If the parties agree to resolve the dispute through mediation, they shall mutually select a qualified and impartial mediator with expertise in the subject matter of the dispute. The mediator shall facilitate negotiations between the parties, assist them in identifying their interests and concerns, and help them find mutually acceptable solutions.
    7. The mediation proceedings shall be conducted in accordance with the rules and procedures agreed upon by the parties or, in the absence of such agreement, in accordance with the rules of a reputable mediation institution chosen by the parties.
    8. The parties shall participate in the mediation proceedings in good faith, providing all relevant information, supporting documents, and evidence necessary for the resolution of the dispute. They shall endeavor to cooperate and collaborate with the mediator and each other to explore possible solutions and reach a settlement.
    9. Any settlement reached through mediation shall be recorded in writing and signed by the parties. It shall be binding and enforceable upon the parties in accordance with the laws of the selected jurisdiction for dispute resolution.
    10. The costs and expenses related to the mediation, including the fees of the mediator and any administrative fees, shall be borne as agreed upon by the parties or, in the absence of such agreement, in accordance with the rules of the chosen mediation institution.
    11. Arbitration:
    12. If the parties agree to resolve the dispute through arbitration, they shall mutually select a qualified and impartial arbitrator or a panel of arbitrators with expertise in the subject matter of the dispute. The arbitrator(s) shall conduct the arbitration proceedings in a fair and efficient manner, ensuring the parties have a reasonable opportunity to present their cases.
    13. The arbitration proceedings shall be conducted in accordance with the rules and procedures agreed upon by the parties or, in the absence of such agreement, in accordance with the rules of a reputable arbitration institution chosen by the parties.
    14. The parties shall comply with all procedural requirements set forth in the chosen arbitration rules and participate in the arbitration proceedings in good faith. They shall present their cases, arguments, and evidence in a clear and concise manner and respect the rights of the other party to be heard.
    15. The arbitrator(s) shall render a written decision, known as the arbitral award, which shall be final, binding, and enforceable upon the parties in accordance with the laws of the selected jurisdiction for dispute resolution.
    16. The costs and expenses related to the arbitration, including the fees of the arbitrator(s) and any administrative fees, shall be borne as agreed upon by the parties or, in the absence of such agreement, in accordance with the rules of the chosen arbitration institution.
    17. Any settlement reached through mediation or any decision or award rendered through arbitration shall be kept confidential by the parties, unless required by law or with the prior written consent of all parties. The parties shall take all necessary precautions to protect the confidentiality of the proceedings and maintain the privacy of any sensitive or proprietary information disclosed during the dispute resolution process.
    18. The parties agree to act promptly and in good faith to implement any settlement, decision, or award resulting from the dispute resolution process. They shall comply with the terms and conditions set forth therein and take all necessary actions to give effect to the resolution, including the execution of any necessary agreements, contracts, or instruments.
    19. The parties acknowledge that the dispute resolution process, whether through negotiations, mediation, arbitration, or any other mechanism agreed upon by the parties, is intended to be their sole and exclusive remedy for the resolution of disputes arising from or in connection with this agreement. They agree not to initiate or pursue any legal or administrative proceedings in any other forum, except as necessary to enforce compliance with the settlement, decision, or award reached through the dispute resolution process.
    20. Notwithstanding the provisions of this section, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its rights, interests, or confidential information or to enforce compliance with this agreement pending the resolution of the dispute through the chosen dispute resolution mechanism.
    21. This dispute resolution clause shall survive the termination or expiration of this agreement and shall remain in full force and effect for any disputes related to or arising from this agreement, irrespective of when such disputes arise.

  • 10. Responsibilities and Expenses

    10.1. Responsibilities of the Co-investors
    1. Each Co-investor shall contribute capital to the joint venture in accordance with the agreed-upon investment plan and funding schedule as set forth in the business plan. The Co-investors shall ensure timely and complete payment of their respective capital contributions as required.
    2. Each Co-investor shall participate actively in the decision-making process of the joint venture, attending meetings, providing input, and voting on matters as outlined in this agreement and the business plan. They shall act in good faith and in the best interests of the joint venture consortium.
    3. Each Co-investor shall appoint a designated representative who will act as their liaison with the joint venture consortium. The designated representative shall have the authority to make decisions and sign documents on behalf of their respective Co-investor, and shall promptly communicate all relevant information and instructions to the joint venture consortium.
    4. Each Co-investor shall cooperate fully with the Controlling Body and other consortium members, providing any information, documents, or resources necessary for the effective management and operation of the joint venture. They shall promptly respond to requests for information or collaboration and actively participate in any joint activities or initiatives.
    5. Each Co-investor shall comply with all laws, regulations, and contractual obligations applicable to their participation in the joint venture. They shall obtain and maintain any necessary licenses, permits, or approvals required for their activities related to the joint venture and shall ensure compliance with all relevant legal and regulatory requirements.
    6. Each Co-investor shall undertake their respective responsibilities and obligations in relation to the joint venture with reasonable skill, care, and diligence, applying best industry practices and acting in accordance with the highest standards of professionalism and integrity.
    7. Each Co-investor shall promptly inform the Controlling Body and the other consortium members of any material changes, risks, or events that may impact their ability to fulfill their obligations under this agreement. They shall collaborate with the joint venture consortium in developing appropriate mitigation strategies or contingency plans, if required.
    10.2. Responsibilities of the Executors Party
    1. The Executors Party shall establish and maintain comprehensive records and documentation related to the joint venture, including but not limited to financial records, contracts and agreements, meeting minutes, and correspondence.
    2. The Executors Party shall ensure that all records and documentation are accurate, complete, and easily accessible for review and audit purposes.
    3. The Executors Party shall act in the best interests of the joint venture, prioritizing its long-term success and the maximization of value for all parties involved.
    4. The Executors Party shall exercise sound judgment and make informed decisions, considering the input and recommendations of the Controlling Body and other stakeholders.
    5. The Executors Party shall take necessary actions to resolve any disputes or conflicts that arise during the course of the joint venture, either through negotiation, mediation, or other agreed-upon dispute resolution mechanisms.
    6. The Executors Party shall ensure that all disputes are handled in a fair, transparent, and timely manner, in accordance with the provisions of the agreement.
    7. In the event of the termination or expiration of the joint venture, the Executors Party shall manage the winding-down process, including the settlement of financial obligations, the transfer of assets and liabilities, and the completion of any necessary administrative tasks.
    8. The Executors Party shall maintain strict confidentiality of all non-public information obtained during the course of the joint venture, in accordance with the confidentiality provisions of the agreement.
    9. The Executors Party shall facilitate the process of amending the agreement, as required or requested by the co-investors or the Controlling Body, ensuring compliance with applicable laws and regulations.
    10. The responsibilities of the Executors Party shall survive the termination or expiration of the agreement, to the extent necessary for the interpretation, application, and enforcement of the obligations outlined herein.
    11. The responsibilities of the Executors Party shall be interpreted and construed in accordance with the laws of the jurisdiction governing the agreement, without regard to its conflict of laws principles.
    10.3. Responsibilities of the Controlling Body
    1. The Controlling Body shall have the primary responsibility for the effective management and administration of the joint venture consortium, as outlined in this agreement and the business plan. They shall act in the best interests of the consortium, taking all necessary actions to achieve the objectives and strategies outlined in the business plan.
    2. The Controlling Body shall oversee and coordinate the activities of the joint venture, ensuring that all tasks and responsibilities are carried out in a timely and efficient manner. They shall supervise the execution of the business plan, monitor the performance of the consortium, and make recommendations for necessary adjustments or improvements.
    3. The Controlling Body shall provide guidance and support to the Co-investors and other consortium members, facilitating effective communication and collaboration. They shall promote a culture of trust, cooperation, and transparency among all stakeholders, encouraging the sharing of information, knowledge, and resources.
    4. The Controlling Body shall establish appropriate internal controls, policies, and procedures to safeguard the assets, finances, and operations of the joint venture. They shall ensure compliance with all applicable laws, regulations, and contractual obligations, and shall take measures to manage risks and mitigate potential liabilities.
    5. The Controlling Body shall prepare and submit periodic and annual reports to the Co-investors, providing comprehensive updates on the performance, financial status, and overall management of the joint venture. They shall present the reports in a timely manner and include accurate and reliable information, analysis, and recommendations.
    6. The Controlling Body shall manage and allocate the expenses of the joint venture consortium, ensuring that the costs are reasonable, necessary, and consistent with the approved budget and financial plan. They shall maintain accurate records of all expenses and provide regular financial statements to the Co-investors for review and approval.
    7. The Controlling Body shall be responsible for engaging, managing, and supervising any external service providers or contractors required for the operation and administration of the joint venture. They shall select reputable and qualified service providers, negotiate fair and competitive contracts, and monitor the performance and compliance of these service providers.
    8. The Controlling Body shall promptly inform the Co-investors of any material changes, risks, or events that may impact the performance, financial stability, or ongoing operations of the joint venture consortium. They shall work collaboratively with the Co-investors and other relevant parties to devise appropriate solutions or mitigation strategies.
    9. The Controlling Body shall maintain strict confidentiality and observe any non-disclosure obligations pertaining to sensitive information, trade secrets, and proprietary data of the joint venture consortium. They shall ensure that all consortium members and third parties involved in the operation and management of the joint venture adhere to the same confidentiality standards.
    10. The Controlling Body shall perform any additional responsibilities or tasks reasonably required for the effective management, governance, and administration of the joint venture consortium as agreed upon by the Co-investors.
    10.4. Allocation of Expenses
    1. The expenses incurred in the formation, establishment, and ongoing operation of the joint venture consortium shall be shared among the Co-investors in proportion to their respective capital contributions, unless otherwise agreed upon by the Co-investors.
    2. Each Co-investor shall bear their own costs and expenses incurred in connection with their participation in the joint venture, including legal fees, travel expenses, and other direct costs specific to their activities related to the joint venture.
    3. The Controlling Body shall prepare and present a budget for approval by the Co-investors, outlining the estimated expenses and funding requirements of the joint venture for each fiscal year. The budget shall include provisions for contingencies and anticipated changes in the business environment.
    4. Any modifications or deviations from the approved budget shall require the prior approval of the Co-investors. The Controlling Body shall promptly inform the Co-investors of any significant deviations or overruns in expenses and shall propose remedial actions or adjustments to address such deviations.
    5. The expenses of the joint venture shall be recorded and accounted for separately from the expenses of the Co-investors or any other entities affiliated with the Co-investors. The Controlling Body shall maintain accurate records of all expenses incurred by the joint venture consortium and provide periodic financial statements to the Co-investors for review and audit.
    6. The Co-investors shall make timely payments for their respective share of expenses as determined by the approved budget or as requested by the Controlling Body. Failure to make the required payments may result in penalties, interest charges, or other consequences as determined by the Co-investors.
    7. The Co-investors shall have the right to review and audit the financial records and documents related to the expenses of the joint venture consortium. They may appoint independent auditors or financial experts for this purpose, subject to reasonable notice and any confidentiality obligations specified in this agreement.
    8. The Controlling Body shall cooperate fully with any financial audits or reviews conducted by the Co-investors, providing access to all relevant records, documents, and information. They shall address any concerns or recommendations raised during the audit process and take appropriate corrective actions, if necessary.
    9. Any disputes or disagreements related to the allocation or reimbursement of expenses shall be resolved in accordance with the dispute resolution provisions specified in this agreement. The parties shall make every effort to reach a fair and equitable resolution, taking into account the best interests of the joint venture consortium and the principles of good faith and cooperation.
    10.5. Development of Business Plans, Projects, and Supporting Documentation
    1. The joint venture consortium shall develop a comprehensive business plan that outlines the strategic objectives, goals, and implementation strategies of the joint venture. The business plan shall be prepared jointly by the Controlling Body and the Co-investors, taking into consideration their respective expertise, resources, and perspectives.
    2. The business plan shall include a detailed analysis of the market dynamics, competitive landscape, customer needs, and growth opportunities relevant to the joint venture. It shall identify the core products, services, or solutions to be offered by the joint venture consortium and outline the value proposition and unique selling points of the joint venture in the market.
    3. The business plan shall define the target market segments, customer profiles, and distribution channels to be pursued by the joint venture. It shall identify the key competitors and assess their strengths, weaknesses, and market shares, as well as develop a clear market positioning and differentiation strategy for the joint venture consortium.
    4. The business plan shall outline the operational and financial objectives of the joint venture, including revenue targets, profitability goals, and cost optimization strategies. It shall establish key performance indicators (KPIs) and milestones for measuring the progress and success of the joint venture and shall define the metrics and reporting requirements for monitoring and evaluating the performance of the consortium.
    5. The business plan shall incorporate a comprehensive risk management framework, identifying the key risks, uncertainties, and potential mitigating measures associated with the joint venture. It shall establish contingency plans and risk assessment processes to ensure proactive risk identification and mitigation throughout the life of the joint venture.
    6. The business plan shall be reviewed and approved by all Co-investors prior to its implementation. Any substantial changes or amendments to the business plan shall require the consent of the Co-investors, unless otherwise agreed upon by the parties.
    7. The business plan shall be considered a living document and shall be subject to regular review and update to reflect changes in the external environment, market dynamics, technological advancements, or any other relevant factors. The Controlling Body shall be responsible for overseeing the periodic review and update process and shall present updated versions of the business plan to the Co-investors for their consideration and approval.
    8. Based on the approved business plan, the joint venture consortium shall identify and develop specific projects or initiatives that align with the strategic objectives and goals of the joint venture. These projects may include new product development, market expansion efforts, process improvements, or any other endeavors deemed necessary for the growth and success of the joint venture consortium.
    9. The Controlling Body shall lead the project development process, working closely with the Co-investors and other relevant stakeholders to define project scopes, timelines, resource requirements, and deliverables. They shall engage the necessary expertise and resources, both internal and external, to support the successful execution of the projects.
    10. The project development process shall involve thorough feasibility studies, market research, financial modeling, and risk assessments to ensure the viability and profitability of the proposed projects. The Controlling Body shall prepare project proposals and investment plans, outlining the expected returns, risks, and potential value of each project for the consideration and approval of the Co-investors.
    11. Once approved, the projects shall be implemented in accordance with the agreed-upon plans and timelines. The Controlling Body shall establish project management teams, assign responsible individuals, and monitor the progress and performance of the projects on an ongoing basis. They shall facilitate effective communication and collaboration among the project teams, Co-investors, and other relevant parties to ensure timely and successful project delivery.
    12. The projects shall be subject to regular reporting and evaluation, with progress updates, financial performance assessments, and risk analysis provided to the Co-investors. The Controlling Body shall present project status reports and key findings to the Co-investors, seeking their feedback, guidance, and decisions on any significant project-related matters.
    13. Any changes or deviations from the approved projects shall be promptly communicated to the Co-investors, and their consent shall be obtained before proceeding with such changes, unless otherwise agreed upon by the parties. The Controlling Body shall take all necessary measures to manage and mitigate any potential negative impacts or risks resulting from such changes.
    14. In support of the business plans and projects, the joint venture consortium shall develop necessary documentation, including but not limited to market research reports, financial projections, operational plans, marketing strategies, intellectual property policies, quality control procedures, and any other relevant documentation deemed necessary for the successful execution and operation of the joint venture.
    15. The Controlling Body shall coordinate and oversee the development of the supporting documentation, working with the Co-investors, external consultants, and other experts as required. They shall ensure that the documentation is accurate, complete, and aligned with the objectives and goals of the joint venture as outlined in the business plan.
    16. The supporting documentation shall be subject to review and approval by the Co-investors, who shall have the right to provide feedback, ask for revisions, or request additional information or analyses before granting their approval.
    17. All supporting documentation shall be kept confidential and shall be considered the intellectual property of the joint venture consortium. The parties shall take all necessary measures to protect the confidentiality, proprietary rights, and trade secrets embodied in the supporting documentation, and shall not disclose or use such information for any purpose unrelated to the joint venture without the prior written consent of all Co-investors.
    18. The supporting documentation shall be regularly updated and revised as necessary to reflect changes in the business environment, regulatory requirements, or any other factors that may impact the operation and performance of the joint venture. The Controlling Body shall be responsible for maintaining and managing the documentation, ensuring its accuracy, currency, and accessibility to the Co-investors and other relevant stakeholders.
    10.6. Establishment of Representative Offices and Registration
    1. The joint venture consortium may, at its discretion and in accordance with applicable laws and regulations, establish representative offices or branches in locations deemed necessary for the successful implementation of its business activities.
    2. The decision to establish representative offices or branches shall be made collectively by the Co-investors, taking into consideration factors such as market demand, customer proximity, regulatory requirements, and operational efficiency. The Controlling Body shall lead the process of evaluating and recommending suitable locations for the establishment of representative offices.
    3. The Co-investors shall provide the necessary resources, approvals, and support to ensure the establishment and operation of representative offices in compliance with all applicable laws, regulations, and licensing requirements of the respective jurisdiction(s).
    4. The representative offices shall act as local extensions of the joint venture consortium and shall represent its interests, products, and services within the respective jurisdiction(s). They shall promote the joint venture's brand, establish and maintain relationships with local customers, partners, and stakeholders, and carry out other marketing, sales, and support activities as required.
    5. The establishment of representative offices shall be subject to the approval of the relevant authorities and shall comply with all local laws and regulations governing foreign investment, company registration, tax requirements, employment regulations, and any other applicable requirements.
    6. The Controlling Body shall ensure that the representative offices are staffed with qualified personnel who possess the necessary expertise, language skills, and local market knowledge to effectively support the joint venture's activities. The recruitment, training, and management of staff in the representative offices shall be carried out in accordance with the joint venture's policies, procedures, and employment guidelines.
    7. The Co-investors shall provide the necessary financial support for the establishment, operation, and maintenance of representative offices, including the costs related to office space, utilities, salaries, benefits, marketing materials, and other expenses associated with running the representative offices. The allocation of these costs shall be agreed upon by the Co-investors, taking into consideration the respective benefits derived from the representative offices.
    8. The joint venture consortium shall comply with all applicable laws, rules, and regulations governing the registration, operation, and reporting requirements of the joint venture in the jurisdiction(s) where it conducts its business activities.
    9. The Controlling Body shall be responsible for overseeing the registration process and ensuring that all necessary documents, licenses, permits, and approvals are obtained and maintained in a timely manner. They shall coordinate with the appropriate authorities, legal counsel, and other experts as required to ensure compliance with all relevant regulatory obligations.
    10. The Co-investors shall provide the necessary information, documentation, and resources to support the registration process, including the provision of company profiles, financial statements, legal opinions, and any other documents required by the regulatory authorities for the establishment and operation of the joint venture.
    11. The joint venture consortium shall maintain accurate and up-to-date records, accounts, and documents as required by the applicable laws and regulations. The Controlling Body shall establish appropriate systems and procedures to ensure compliance with local accounting, tax, and reporting requirements, and shall submit all necessary reports, filings, and disclosures to the relevant authorities in a timely manner.

  • 11. Ownership of Documents

    11.1. General Ownership
    1. All documents, records, data, designs, plans, specifications, reports, software, codes, databases, intellectual property, and any other materials or information (collectively referred to as "Documents") created, obtained, or used by the joint venture consortium shall be the joint property of the Co-investors, unless otherwise agreed in writing.
    2. The joint venture consortium shall take all necessary measures to protect and preserve the confidentiality, security, and integrity of the Documents, including implementing appropriate access controls, encryption, backups, and disaster recovery plans, in accordance with industry best practices and applicable laws.
    3. Each Party shall have the right to access, review, use, and reproduce the Documents necessary for the proper conduct of its business activities related to the joint venture, within the bounds of confidentiality obligations and applicable laws.
    4. Each Party shall promptly notify the other Co-investors of any loss, theft, unauthorized access, or disclosure of the Documents and shall cooperate in addressing such incidents and mitigating any potential damages or consequences.
    11.2. Use of Documents
    1. The joint venture consortium shall use the Documents solely for the purposes of its operations and the implementation of the joint venture business activities, unless otherwise agreed in writing.
    2. Without the prior written consent of the other Co-investors, no Co-investor shall use, disclose, transfer, sell, license, lease, or otherwise dispose of any Documents collected, generated, or obtained by the joint venture consortium to any third party, unless required by law.
    3. In the event that any Co-investor wants to use or exploit any Documents outside the scope of the joint venture business activities, it shall obtain the prior written consent of the other Co-investors, who shall have the discretion to grant or deny such permission.
    11.3. Return of Documents
    1. Upon the termination, dissolution, or expiration of this agreement, each Co-investor shall promptly return to the other Co-investors all Documents, whether in physical or electronic form, in its possession, custody, or control.
    2. In the event that a Co-investor has made any copies, reproductions, or extracts of the Documents, it shall promptly destroy or delete such copies, reproductions, or extracts upon the request of the other Co-investors, unless retention is required by law or agreed upon in writing.
    3. Notwithstanding the return of the Documents, the joint venture consortium shall retain copies or backups of critical Documents as may be necessary to comply with legal, regulatory, or administrative requirements, or for the purpose of ongoing business operations as determined by the Co-investors.
    11.4. Intellectual Property Rights
    1. Any intellectual property rights arising from the creation, development, or use of the Documents by the joint venture consortium shall be jointly owned by the Co-investors in accordance with applicable laws and regulations.
    2. Any inventions, designs, trademarks, copyrights, patents, trade secrets, or other intellectual property rights resulting from the joint venture's activities shall be the joint property of the Co-investors, and the Co-investors shall cooperate in protecting and enforcing such intellectual property rights as necessary.
    3. The joint venture consortium shall promptly disclose to the other Co-investors any inventions, designs, trademarks, copyrights, patents, trade secrets, or other intellectual property rights created or discovered during the course of its operations, and shall undertake necessary steps to secure and register such intellectual property rights as agreed upon by the Co-investors.
    11.5. Liability and Indemnification
    1. Each Co-investor shall be responsible for any loss, damage, or liability arising out of or related to its use, handling, or treatment of the Documents, including any unauthorized access, disclosure, or misuse of the Documents, to the extent caused by the respective Co-investor's negligence or intentional misconduct.
    2. Each Co-investor shall indemnify and hold harmless the other Co-investors from any claims, demands, suits, damages, losses, costs, or expenses (including legal fees) incurred as a result of any breach of confidentiality, intellectual property infringement, or unauthorized use or disclosure of the Documents by the indemnifying Co-investor.
    11.6. Confidentiality
    1. Co-investors shall maintain the confidentiality of the Documents and shall not disclose or use the Documents for any purpose other than the joint venture business activities, except as required by law or with the prior written consent of the other Co-investors.
    2. The Co-investors shall ensure that their respective employees, contractors, agents, and advisors are bound by appropriate confidentiality obligations and are trained on the importance of safeguarding the Documents and complying with the confidentiality obligations under this agreement.
    3. The Co-investors shall not disclose any Documents to any third party or permit any third party to access or use the Documents without the prior written consent of the other Co-investors, unless required by law or for the purpose of conducting joint venture business activities with the consent of the Co-investors.
    4. The confidentiality obligations under this section shall survive the termination, dissolution, or expiration of this agreement and shall continue to apply to the Documents as long as they are retained by any Co-investor.

  • 12. Confidentiality and Trade Secrets

    12.1. Obligation of Confidentiality
    1. The Parties acknowledge that during the course of their participation in the joint venture consortium, they may have access to confidential and proprietary information that is vital to the success and competitiveness of the joint venture's business activities.
    2. The Parties hereby agree to maintain the strictest confidentiality with respect to any and all information designated as confidential or reasonably considered to be confidential by the joint venture consortium, irrespective of the form or medium in which it is conveyed.
    3. The obligation of confidentiality shall extend to all confidential information disclosed or made available to the Parties, whether in oral, written, electronic, visual, or other tangible or intangible form, before, during, or after the term of this agreement.
    4. The Parties shall use the confidential information only for the purpose of fulfilling their respective obligations and exercising their rights under this agreement, and shall not disclose, publish, or make any use of such information for any other purpose, whether directly or indirectly, without the prior written consent of the joint venture consortium.
    5. The Parties shall take all reasonable measures and precautions to prevent unauthorized access to or disclosure of the confidential information. They shall restrict the dissemination of the confidential information to their employees, contractors, agents, and advisors on a need-to-know basis and shall ensure that such individuals are bound by appropriate confidentiality obligations.
    6. The Parties shall promptly notify the joint venture consortium of any unauthorized access, use, disclosure, loss, theft, or destruction of the confidential information and shall cooperate fully in any remedial actions or investigations undertaken by the joint venture consortium.
    12.2. Trade Secrets
    1. The Parties recognize that certain information, know-how, techniques, processes, formulas, or business strategies may qualify as trade secrets and constitute valuable intellectual property of the joint venture consortium.
    2. The Parties shall protect and preserve the trade secrets of the joint venture consortium and shall not use, disclose, or exploit such trade secrets for their own benefit or for the benefit of any third party, except as expressly authorized by the joint venture consortium.
    3. The Parties shall abide by all laws and regulations governing trade secrets, including those pertaining to the misappropriation, unauthorized use, disclosure, or unfair competition based on trade secrets.
    4. The Parties shall take all reasonable measures, including implementing physical, technical, and organizational safeguards, to prevent the unauthorized acquisition, use, or disclosure of the trade secrets. They shall also ensure that any employees, contractors, agents, and advisors who may have access to the trade secrets are bound by appropriate confidentiality and non-disclosure obligations.
    5. The Parties shall promptly notify the joint venture consortium of any actual or suspected misappropriation, unauthorized use, disclosure, infringement, or infringement threat to the trade secrets, and shall lend their full cooperation to the joint venture consortium in any actions or proceedings taken to protect the trade secrets.
    6. The obligations with respect to trade secrets shall survive the termination, dissolution, or expiration of this agreement and shall continue for as long as the secrets remain legally protected or until such time as the joint venture consortium provides written release from such obligations to the Co-investors.
    12.3. Exceptions
    1. The obligations of confidentiality and trade secret protection shall not apply to any information that is already in the public domain at the time of disclosure, becomes part of the public domain through no fault of the Parties, or is required to be disclosed by law, court order, or governmental or regulatory authority, provided that the Parties have taken reasonable measures to obtain confidential treatment for such information.
    2. The obligations of confidentiality and trade secret protection shall not prevent the Parties from using or disclosing the confidential information or trade secrets to the extent necessary to exercise their rights or fulfill their obligations under this agreement, provided that such use or disclosure is strictly limited to such purposes and is in accordance with the terms of this agreement.
    12.4. Remedies
    1. The Parties acknowledge that any breach of the confidentiality and trade secrets provisions of this agreement may result in irreparable harm, for which monetary damages may be an insufficient remedy. Accordingly, the joint venture consortium shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief to enforce compliance with the confidentiality and trade secrets obligations set forth in this agreement.
    2. In the event of any actual or threatened breach of the confidentiality and trade secrets obligations under this agreement, the non-breaching Party shall be entitled to reimbursement of all costs, expenses, and damages incurred in connection with the enforcement or defense of such obligations, including reasonable attorneys' fees and court costs.
    3. The remedies provided in this section shall be cumulative and in addition to any other remedies available under law or equity.
    12.5. Survival
    1. The obligations of confidentiality and trade secret protection shall survive the termination, dissolution, or expiration of this agreement and shall continue indefinitely, to the extent necessary for the continued protection of the confidential information and trade secrets of the joint venture consortium.

  • 13. Force Majeure

    13.1. Definition
    1. Force Majeure refers to any event, circumstance, or cause beyond the reasonable control of the parties, which renders the performance of their obligations hereunder impossible, commercially impracticable, or significantly delayed.
    2. Examples of Force Majeure events may include, but are not limited to, acts of God, natural disasters, earthquakes, fires, floods, hurricanes, epidemics, pandemics, war, terrorism, civil unrest, strikes, lockouts, labor disputes, government actions, embargoes, acts or omissions of regulatory or governmental authorities, power outages, disruptions in transportation or communication facilities, or any other event that is unforeseeable, unavoidable, and beyond the control of the parties.
    13.2. Notice and Documentation
    1. In the event that either party is unable to perform any of its obligations under this agreement due to a Force Majeure event, such party shall immediately notify the other party in writing, providing detailed information about the event, its impact on the performance of the obligations, and an estimate of the anticipated duration of the delay.
    2. The party invoking the Force Majeure event shall use reasonable efforts to mitigate the impact of the event and resume the performance of its obligations as soon as reasonably practicable.
    3. The party invoking the Force Majeure event shall provide regular updates to the other party regarding the progress in mitigating the impact and the expected date of resumption of the obligations.
    4. The party invoking the Force Majeure event shall maintain detailed records, documents, and evidence of the Force Majeure event, including its cause, duration, and effects.
    13.3. Effect of Force Majeure
    1. Upon receipt of a valid notice invoking a Force Majeure event, the non-affected party shall acknowledge the occurrence of the event and both parties shall mutually discuss and agree on the appropriate measures to be taken in light of the circumstances.
    2. During the period of the Force Majeure event, the parties shall be excused from their obligations that are directly affected by the event, to the extent that such obligations are rendered impossible, impracticable, or substantially delayed.
    3. The parties shall use reasonable efforts to minimize any disruption and mitigate the impact of the Force Majeure event on the joint venture consortium and its operations.
    13.4. Termination
    1. If the Force Majeure event continues for a period exceeding [insert duration] from the date on which the party invoking the event notified the other party, either party may terminate this agreement by giving written notice to the other party.
    2. In the event of termination under this section, the parties shall have no further obligations or liabilities under this agreement, except for any obligations or liabilities that, by their nature, survive termination.
    13.5. Cooperation and Good Faith
    1. The parties shall cooperate in good faith to address the consequences of a Force Majeure event and take all reasonable actions to minimize the impact of the event on the joint venture consortium and to perform their respective obligations under this agreement to the fullest extent possible.
    2. The parties shall promptly resume the performance of their obligations and make their best efforts to overcome the effects of the Force Majeure event once it ceases or abates.
    13.6. No Waiver
    1. 13.6.1. The invocation of a Force Majeure event by a party shall not constitute a waiver of any other rights, remedies, or claims available to that party under this agreement or at law or equity.
    13.7. Severability
    1. If any provision of this Force Majeure section is determined to be invalid, illegal, or unenforceable, the remaining provisions shall nonetheless remain in full force and effect to the extent permitted by law.
    13.8. Governing Law
    1. This Force Majeure section shall be governed by and construed in accordance with the laws of the jurisdiction governing the entire agreement, without regard to its conflict of laws principles.
    13.9. Entire Agreement
    1. This Force Majeure section, together with the other provisions of this agreement, constitutes the entire understanding and agreement of the parties regarding the treatment of Force Majeure events and supersedes any prior or contemporaneous understandings or agreements, whether written or oral, regarding the same.

  • 14. Multi-language Agreement

    1. The agreement recognizes that the Parties may have different native languages and legal requirements. To ensure clarity, understanding, and enforceability among the Parties, this section establishes the use of multiple languages in the agreement.
    2. This agreement is prepared and executed in multiple languages to accommodate the needs and preferences of the Co-investors. The languages used in this agreement shall include [list of languages].
    3. Each language version of this agreement shall be deemed an original document, and all versions shall be equally valid and binding on the parties, regardless of any discrepancies or variations in the text.
    4. In the event of any discrepancies or inconsistencies between the different language versions, the parties shall work collaboratively in good faith to resolve such discrepancies, with the intent of ensuring the fair and consistent interpretation of the agreement across all languages.
    5. In the event of any disputes or disagreements arising from the interpretation, application, or enforcement of this agreement, the language version designated as the governing language for such purposes shall prevail.
    6. The governing language for the resolution of disputes may be determined by the Co-investors or may be specified in the business plan or applicable law. If no language is specifically designated, the parties shall mutually agree on the governing language for dispute resolution.
    7. In the event of any conflicts between the governing language version and the other language versions, the interpretation and resolution of disputes shall be based on the governing language version, unless the Co-investors mutually agree to refer to a different version for the specific dispute.
    8. The Parties shall use their best efforts to communicate and conduct all correspondence, notices, reports, and meetings related to this agreement in a manner that ensures clear and accurate understanding among all parties.
    9. Each Party shall bear the responsibility of ensuring the accuracy and completeness of translations when providing information or communicating in a language other than their native language.
    10. In situations where language limitations may exist, the Co-investors shall have the right to request interpretation or translation services as necessary to facilitate effective communication and understanding.
    11. The costs and expenses related to the translation, interpretation, or other language services required under this agreement, including fees for translators or interpreters, shall be the responsibility of the Co-investor requesting such services, unless otherwise agreed upon by the parties.
    12. The Parties agree to act in good faith and with mutual respect in all matters relating to the multiple languages used in this agreement. They shall make every effort to avoid any misunderstandings, miscommunications, or disputes that may arise due to linguistic differences or variations in the language versions.
    13. The Parties shall exercise patience, tolerance, and respect when dealing with language matters, aiming to achieve a clear understanding, effective communication, and a harmonious working relationship among all parties involved.
    14. The Parties acknowledge and understand that the multiple language versions of this agreement may be subject to different legal requirements or interpretations in different jurisdictions. They shall comply with all applicable laws, regulations, and legal requirements related to the execution, enforceability, and interpretation of this agreement in each jurisdiction.
    15. In the event of any conflicts between the multiple language versions of this agreement and local laws or regulations, the Parties shall work together in good faith to find a reasonable resolution that upholds the intent and spirit of this agreement, while also ensuring compliance with local legal requirements.
    16. The Parties agree to keep all language-related discussions, translations, interpretations, and language preferences confidential, to the extent such matters are designated as confidential in this agreement or as required by applicable law.
    17. The Parties shall not disclose any language-related information or discussions to any third parties without the prior written consent of all Parties, except where required by law or for the purpose of implementing this agreement.
    18. Any breach of the confidentiality obligations related to language matters shall be subject to the remedies and provisions outlined in the confidentiality section of this agreement.
    19. The provisions of this multi-language section shall survive the termination, dissolution, or expiration of this agreement and shall continue to apply to the extent necessary for the interpretation, application, and enforcement of this agreement in all languages used herein.
    20. This multi-language section shall be interpreted and construed in accordance with the laws of the jurisdiction governing the entire agreement, without regard to its conflict of laws principles.

  • Conclusion And General Provisions

    This Joint Venture Agreement (JVA) constitutes the entire understanding between the Parties and supersedes all prior agreements relating to the subject matter herein. The Parties acknowledge that this Agreement may include, but is not limited to, the following annexes and appendices, which shall form an integral part hereof:

    1. Protocol for Controlling Body Appointment
    2. List of Controlling Body Appointment
    3. The Decision on Opening of Consortium Account
    4. Protocol for Approval of Business Plan
    5. Protocol for Creation of Joint Venture
    6. Profit-Sharing Agreement (draft)
    7. Joint Venture Consortium Activity Report (draft)
    8. Any other documents necessary for the proper implementation of this Agreement and its objectives.

    Key Provisions:

    1. The Consortium operates as an unincorporated partnership under Romanian Civil Code Art. 1881–1890, solely managing the Parties’ own assets without providing regulated financial services to third parties.
    2. The Consortium does not solicit or manage funds from third parties, and its activities are strictly limited to the management of the Parties’ contributed assets.
    3. The Consortium does not engage in any regulated financial activities (e.g., banking, investment management, insurance, or payment services) under Romanian or EU law.
    4. All operations comply with Law 31/1990 on companies and the Romanian Civil Code, ensuring adherence to local corporate and contractual regulations.
    5. The Parties shall ensure that all actions under this Agreement align with Romanian law, including tax, anti-money laundering (AML), and reporting obligations.