Example of Joint Venture Agreement


Example of agreement:

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A joint venture is a mechanism by which two or more entities can combine to do business together without the formality and commitment involved in forming a partnership or other similar entity. Below is a sample of a joint venture agreement.

 

JOINT VENTURE AGREEMENT

PARTIES

THIS AGREEMENT is made as of the 10th day of March, 2016, by and between:

  1. Mr. Erlend (37 years old), entrepreneur, residing at Jalan Yos Sudarso Kodamar Number 30, North Jakarta, (hereinafter refered to as First Party),
  2. Ms. Lisa (25 years old), entrepreneur, residing at Jalan Sunter Permai Raya Number 12, North Jakarta, (hereinafter refered to as Second Party).

 

WHEREAS the First Party involved, inter alia, in the food production and desires to have a cooperation with Second Party.

 

WHEREAS the parties hereto wish to establish a joint venture company with limited liability in Indonesia which will utilize their respective experience and expertise for the purpose of engaging in the establishment and operating a property business in Jakarta.

 

WHEREAS the Parties wish to join together in a joint venture for the purpose to sell food production of First Party by Second Party;

 

NOW THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration set forth herein, the Parties agree as follows:

 

PURPOSE

Purpose. The Joint Venture shall be formed for the purpose of selling food production of First Party by Second Party.

 

RIGHTS AND OBLIGATIONS

  1. Contributions. The Parties shall each make an initial contribution to the Joint Venture according to the following terms:
  • First Party’s Contribution: shall produce food with a minimum number of 1000 boxes each month.
  • Second Party’s Contribution: shall provide all of the funds needed for the sales project and shall sell food production of First Party.
  • Bank account at the bank of Central Asia (BCA) shall be established by Second Party, into which the financial contributions of the Parties shall be deposited, for use in the set-up, operation and administration of the Joint Venture.

2. Distribution of Profits. Any and all net profits accruing to the Joint Venture shall be held and distributed to the Parties in the following proportion: First Party will get profits of 15% each product from catalog price and Second Party will get profits of 20% each product from catalog price.

3. No Exclusivity. Neither Party shall be obligated to offer any business opportunities or to conduct business exclusively with the other Party by virtue of this Agreement.

4. Term. This Agreement shall remain in full force and effect, for a period of five years from the date of this Agreement. Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for successive periods of one year each, unless either Party gives written notice of termination to the other Party of at least 30 days prior to the expiration of the Initial Term or of any Renewal Term. At any time, this Agreement may also be terminated by mutual written consent of the Parties. If this Agreement either expires or is terminated, the Joint Venture shall be terminated as well, and all Parties’ obligations under this Agreement with respect to the operation and administration of the Joint Venture shall no longer have force or effect.

5. Further Actions. The Parties hereby agree to execute any further documents and to take any necessary actions to complete the formation of the Joint Venture.

6. Assignment. Neither Party may assign or transfer their respective rights or obligations under this Agreement without prior written consent from the other Party. Exceptions apply if the assignment or transfer is pursuant to a sale of all or substantially all of a Party’s assets, or is pursuant to a sale of a Party’s business, then no consent shall be required. In the event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s assets or pursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment or transfer.

 

LAW

Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Indonesia, without regard to conflicts of law principles.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

 

SIGNATURE

First party                   Second Party

 

Witness:      First Witness                   Second Witness

 

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