1. GENERAL PROVISIONS
1.01 Business Purpose. The parties hereto agreed to form a Joint Venture (hereinafter called the “JV”) by pooling their resources, expertise, technical know-how, equipment and materials to submit the following tender jointly and execution of the work in the event of being awarded the contract (hereinafter called the “Work”). 1.02 Particulars of the Tender Tender ID:Tender Package No.:
Name of the Procuring Entity:
Description of the Tender: 1.03 Terms of the Agreement. This Joint Venture shall commence on the date first above written and shall continue in existence until terminated, liquidated, or dissolved by law or as hereinafter provided. 1.04 Business Share (Note 1) Lead Partner: --------------% (in word)
Partner(s): --------------%(in word) Lead Partner (First Party) will be represented by Mr./Ms. (name, designation, firm/company name) and nominated representative or partner in charge of the JV. Other Partner (Second Party) will be represented by Mr./Ms. (name, designation, firm/company name).
2. GENERAL DEFINITIONS
The following comprise the general definitions of terms used in this Agreement: 2.01 Partners. A Partner of an entity is a person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such entity. 2.02 Capital Contribution(s). The capital contribution to the Joint Venture actually made by the parties, including property, cash and any additional capital contributions made. 2.03 Profits and Losses. Any income or loss of the Joint Venture for business and income tax purposes determined by the fiscal year, including, without limitation, each item of Joint Venture income, gain, loss or deduction.3. OBLIGATIONS OF THE JOINT VENTURERS
3.01 Each partner of the Joint Venture shall be jointly and severally liable for the execution of the Contract, all liabilities and ethical and legal obligations in accordance with the Contract terms 3.02 However, ……..(Name of Leading Partner), Lead Partner and the First Party shall have the authority to conduct all business for and on behalf of any and all the partners of the JV during the Tendering process and, in the event the JV is awarded the Contract, shall be responsible for the execution and administration of the Contract and management at Site with the satisfaction of the employer including the receipt of payments for and on behalf of the JV4. FINANCIAL ASPECTS
4.01 Each partner of the JV shall bear the cost and expenses for the Contract in the proportionate ratio of business share mentioned above or as otherwise agreed to by them. 4.02 A Joint Venture account in the title of the Joint Venture shall be opened in a locally registered scheduled bank acceptable to both the parties and also to the employer. 4.03 All activities of JV related to the operation of Bank Account, signing bills and cheques and to conduct all financial transactions will be done by (name & designation, firm/company name), the First party and Lead Partner as per mutual agreement on behalf of the JV. 4.04 Commencing on the date hereof and ending on the termination of the business of the Joint Venture, all profits, losses and other allocations to the Joint Venture shall be allocated in the proportionate ratio of business share mentioned above.5. SETTLEMENT OF DISPUTES
Any/all disputes arising of this Agreement shall be amicably and promptly settled upon consultation between the parties but, in case of failure, those disputes shall be settled in accordance with the prevailing law of Bangladesh.6. INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for any loss suffered which arises out of any action or inaction if, in good faith, it is determined that such course of conduct was in the best interests of the Joint Venture and such course of conduct did not constitute negligence or misconduct. The parties to this Agreement shall each be indemnified by the other against losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by it in connection with the Joint Venture.7. TERMINATION OF JOINT VENTURE
The Joint Venture shall be dissolved upon the happening of any of the following events:- a. In case of the Contract for the Tender is not awarded to JV.
- b. In case the Employer rejects the Tender.
- c. The Contract is completed to the satisfaction of the Employer and settlement of including but not limited to any/all duties, liabilities and responsibilities under or in connection with the contract is completely done.
- d. In case Joint Venture fails to submit its tender until its deadline.
- e. The adjudication of bankruptcy, filing of a petition pursuant to a chapter of the relevant bankruptcy legislation, withdrawal, removal or insolvency of either of the parties.
- f. The sale or other disposition, not including an exchange of all, or substantially all, of the Joint Venture assets.
8. CONFIDENTIALITY
None of the partner of the JV is allowed to disclose this agreement to any other third party for the interest of the JV if in contrary to the law of Bangladesh.9. AMENDMENT
This agreement may at any time be amended by mutual agreement in writing between the parties hereto subject to the approval of the Employer.10. MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books and records at its place of business, setting forth a true and accurate account of all business transactions arising out of and in connection with the conduct of the Joint Venture. 10.02 Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. 10.03 Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for. 10.04 Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof. 10.05 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed to be delivered when deposited in the mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties at their respective addresses set forth in this Agreement or at such other addresses as may be subsequently specified by written notice. 10.06 Applicable Law and Venue. This Agreement shall be construed and enforced under the laws of Bangladesh. 10.07 Other Instruments. The parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.- Name, signature and seal of the Lead Partner
- Names, signatures and seals of the other Partner(s)