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Joint Venture Agreement

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The joint venture structure is important as it defines how the joint venture will exist as a legal entity. Different types of structures will have different consequences for the parties, their legal rights and duties, and the liability to which they might be exposed if the venture fails. A company limited by shares is a company registered at under the Companiess Act, 2013 with share capital. An unincorporated joint venture, is a venture which is bound only by contract and does not constitute a separate legal entity. A limited liability partnership is a partnership which also has limited liability to restrict the partners' liability for losses incurred by the partnership. A general partnership is where parties agree to conduct business jointly and the partners are liable for the losses incurred by the business. If the joint venture is of a category different from the listed categories, please select Other.

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Joint Venture Agreement

This joint venture agreement ("Agreement") is made on this ________ at ________:

BETWEEN

________ residing at ________ (hereinafter referred to as "First Party" or "Party 1" which expression shall mean and include its legal heirs, administrators and permitted assigns),

AND

________ residing at ________ (hereinafter referred to as "Second Party" or "Party 2" which expression shall mean and include its legal heirs, administrators and permitted assigns).

(referred to herein as "Parties" or individually as "Party")

WHEREAS

A. The Parties are interested in working together to carry on the following business:

________

(hereinafter the "Business");

B. This Agreement sets out the relationship between the Parties as well as the respective rights and responsibilities of each Party.

NOW THEREFORE IN CONSIDERATION OF the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

(1). Definitions

(a). Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

(b). Authorised Persons: a party's, and its Affiliates (if applicable) officers, directors, members, partners, and any of their employees, consultants, agents, representatives or professional advisers;

(c). Business Day: a day other than a Saturday, Sunday or bank or public holiday in India;

(d). Commencement Date: the formal date on which the joint venture will commence, i.e. ________;

(e). Contract Year: each consecutive period of 12 months commencing from the Commencement Date;

(f). Control: has the meaning given in the Companies Act, 2013 and Controls and Controlled shall be interpreted accordingly;

(g). Intellectual Property Rights: copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

(h). Know-how: inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

(i). Losses: all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));

(j). GST Act: the Goods and Services Act, 2017 and and amendments and re-enactments thereto;

(2). Term & Background to Joint Venture

(a). The Joint Venture shall commence from ________ and shall continue in force until terminated by the parties in accordance with clause (Termination) of this agreement.

(b). Party 1 is engaged in the following business:

________

(c). Party 2 is engaged in the following business:

________

(d). The Parties have agreed to enter into a joint venture to carry on the following business:

________

(hereinafter the "Business");

and envisage that the joint venture will leverage upon and benefit from the combined technical, financial and management expertise and strengths of the Parties.

(3). Conditions Precedent

The obligations of the Parties under this Agreement are subject to fulfillment of the following conditions precedent to the satisfaction of the Parties:

________

(4). Ownership of the joint venture

The joint venture shall be equally owned by all the Parties in the following percentage:

Party 1: 50%

Party 2: 50%

(5). Obligations of the Parties

(a). During the term of this Agreement Party 1 shall have the following obligations:

________

(b). During the term of this Agreement Party 2 shall have the following obligations:

________

(6). Representations and Warranties

Each party represents and warrants to each of the other Parties that:

(a). It has the requisite power and authority to enter into the JV agreement, and any other agreement required for the operation of the JV and grant to the other party the rights (if any) contemplated in this Agreement.

(b). This Agreement has been duly executed by it / on its behalf and this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with the terms contained herein;

(c). The execution, delivery and the performance by it of this Agreement does not and will not (a) (in case of corporates) breach or constitute a default under its constitutive documents, or (b) result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound, or (c) result in the creation of any lien, charge or encumbrance, upon any of its assets or properties;

(d). Each party further represents and warrants to each of the other Parties that:

________

(7). Structure, Investment, Valuation, Control, Profits and Losses

(a). The parties agree that the joint venture will be set up as the following:

Company limited by shares

(b). The issued, subscribed and paid up share capital of the Company shall be as set out in Annexure-1 hereto and the shareholding of the company shall be held in the manner specified in Annexure-2 hereto.

(c). Each party agrees to contribute the following investment to the joint venture:

(I). Party 1 will contribute the following investment:

________

(II). Party 2 will contribute the following investment:

________

(8). Additional Capital

In case at any time additional capital is required by the Joint Venture, the same will be contributed by all the Parties in proportion to their ownership in the Joint Venture.

(9). Closing

Upon fulfilment of the Conditions Precedent to the satisfaction of the parties, on such date as may be mutually agreed between the Parties, which shall be a date within a period of 14 (fourteen) days from the date of fulfilment of the last of the Conditions Precedent the parties shall take all steps to fulfill and complete the actions specified below:

(10). Covenants

(a). In the event of any conflict between the Agreement and the Articles, as the case may be, which is identified at any point of time, the Parties undertake to pass the requisite resolutions to amend such provision in a manner consistent with, and to give effect to, the Agreement. As between the Parties, the terms of the Agreement prevail in the event of any conflict between the Agreement and the Articles.

(b). ________ shall be appointed as the statutory auditor of the joint venture entity.

(c). ________ shall be in employment of the joint venture entity. The employees shall devote their whole or substantially whole time and attention for the business of the joint venture entity and shall not take up employment or any executive position or executive responsibilities in any other entity during the term of their engagement with the joint venture entity.

(11). Termination

(a) This Agreement may be terminated by either party giving a minimum of the following period of notice in writing to the other party: ________.

(b) Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

(i) the other party commits a material breach of this Agreement and such breach is not remediable;

(ii) the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;

(iii) the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 14 days after the other party has received notification that the payment is overdue; or

(iv) any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

(c) Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

(i) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

(ii) is unable to pay its debts;

(iii) becomes the subject of a voluntary arrangement for insolvency;

(iv) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

(v) has a resolution passed for its winding up;

(vi) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

(d) Either party may terminate this Agreement at any time by giving not less than sixty days' notice in writing to the other party if the other party undergoes a change of control without prior consent of the other parties. For the purposes of this clause, 'control' shall mean beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of a company.

(e) If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause, it shall immediately notify the other party in writing.

(f) Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.

(12). Consequences of termination

(a) In the event that this Agreement is terminated:

(I) In the event that a Party ("First Party") is in possession of any equipment, materials, documents, intellectual property, data or other information ("Items") that are the property of the Joint Venture or other Parties ("Second Party"), then the First Party must promptly return all Items to the Second Party, or destroy any Items if directed to do so by the Second Party;

(13). Confidentiality

(a) The Parties each hereby acknowledge and agree that in connection with this Agreement, they may have access to information that is confidential and/or commercially valuable to one or more of the other Parties ("Confidential Information").

(b) The Parties each hereby acknowledge and agree that they may be both the receiving party in relation to some Confidential Information ("Receiving Party"), and the disclosing party in relation to some other Confidential Information ("Disclosing Party"), and that the terms of this Agreement may apply to a Party as both a Receiving Party and as a Disclosing Party, as the context so provides.

(c) For the purpose of this Agreement, Confidential Information may include but is not limited to:

(I) information of whatever nature relating to the Project or to another Party (whether relating to the Project or otherwise);

(II) any information derived from any other information which falls within this definition of Confidential Information; and

(III) any copy of any Confidential Information.

but does not include information which:

(I) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party, provided that it was known or in the possession of the Receiving Party through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Receiving Party was a party to such other agreement or obligation);

(II) is, or becomes, publicly available, through no fault of the Receiving Party;

(III) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(IV) is provided to the Receiving Party by the Disclosing Party and is marked "Non Confidential"; or

(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Disclosing Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

(d) In relation to any Confidential Information:

(I) the Receiving Party shall keep the Confidential Information confidential and secret.

(II) the Receiving Party shall only use the Confidential Information for the purpose of working in good faith on the Project in accordance with this Agreement.

(III) the Receiving Party shall not release the Confidential Information to any other party, unless that other party is an advisor who is under a duty of confidentiality, is assisting with the Project, and needs to have the Confidential Information in order to assist with the Project.

(e) If there is any doubt as to whether any particular information constitutes Confidential Information, the Receiving Party should presume it is Confidential Information, until the Receiving Party obtains explicit confirmation from the Disclosing Party that it is not Confidential Information.

(f) Each Party's respective obligations of confidentiality under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.

(14). Non Compete

(a) Each Party respectively agrees that, for the period of time as set out in this clause ("the Time Period") after the Party ceases to participate in the Joint Venture, and within the geographical area as set out in this clause ("the Geographical Area"), the Party will not, either directly or indirectly, whether as employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unit holder, trustee, contractor or otherwise, undertake any of the following:

(I) engaging in a business or project which is the same as, similar to or in competition with the business of the Joint Venture; or

(II) soliciting, hiring, or attempting to hire any other Parties or any employees or staff that are working in the Joint Venture;

(III) soliciting any customers or clients of the Joint Venture;

(b) For the purposes of this clause, "the Time Period" means, from the date that the Party ceases to participate in the Joint Venture:

________

(c) For the purposes of this clause, "the Geographical Area" means:

________

(d) Each Party's respective obligations under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.

(15). Intellectual Property

(a) In connection with each Party's participation in the Joint Venture, each Party respectively may generate, create, contribute to, write or produce intellectual property ("Project Intellectual Property").

(b) For the purposes of this Agreement, "Project Intellectual Property" includes but is not limited to:

(I) information, ideas, innovations, developments, improvements, inventions, discoveries, plans, reports, drawings, specifications, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property; and

(II) intellectual property that results in any way from work performed for or on behalf of the Project (whether performed by the Party or by somebody else); and

(III) intellectual property, whether the Party generates, creates, contributes to, writes or produces that intellectual property:

(A) directly, indirectly, independently or in cooperation or conjunction with another person or persons; and

(B) during the Party's ordinary working hours, or outside of the Party's ordinary working hours; and

(C) at the location where the Party ordinarily participates in the Project, or at some other location.

(IV) intellectual property that results in any way from the use of resources or assets in connection with the Project, including reference or other materials, personnel, facilities, or other resources; and

(V) intellectual property that relates in any other way to the Project or any business which is developed in connection with the Project.

(c) Unless otherwise expressly agreed between the Parties, nothing in this Agreement is intended to create any transfer or assignment of any intellectual property rights in relation to any Project Intellectual Property.

(d) Unless otherwise expressly agreed between the Parties, in the event that a particular Party generates, creates, contributes to, writes or produces an item of Project Intellectual Property, that Party shall retain any and all intellectual property rights in relation to that item of Project Intellectual Property.

(e) Each Party's respective obligations under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.

(16). Indemnity

(a) Each Party (the "Indemnifying Party") will, to the extent that a claim does not arise from the negligence or wilful default of the other or any of its Authorised Persons, indemnify and keep indemnified on demand and hold harmless the other (the "Indemnified Party") and its Authorised Persons from and against all Losses suffered or incurred by them arising out of or in connection with:

(I) any act or omission by the Indemnifying Party or any of its Authorised Persons that is in breach of this Agreement;

(II) any breach of the warranties set out in this Agreement; and

(III) any third party claim relating to the activities of this Joint Venture to the extent that any such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons.

(b) Where the Indemnifying Party is liable to make a payment under this clauses and the payment is itself liable to taxation in the hands of the Indemnified Party then the amount of the indemnity payment shall be deemed to be increased so as to ensure that the Indemnified Party receives (after any applicable taxes have been paid) the same amount as it would have received had no such taxes been levied.

(c) The following procedures will apply in relation to any third party claims:

(I) as soon as reasonably practicable after the Indemnified Party receives notice of any third party claim qualifying for an indemnity ("TP Claim"), it will give written notice to the Indemnifying Party specifying details of the TP Claim. Within 30 days of being so notified (but no later than 10 days before the date on which any response to a TP Claim is due), the Indemnifying Party may assume control of the action and settlement of the TP Claim by giving a notice (Notice of Election) to the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party reasonable assistance and access relating to any such claim at the Indemnifying Party's reasonable request and cost; and

(II) the Indemnified Party shall not make any admissions or agreements in relation to any TP Claim without the Indemnifying Party's prior written consent. The amount due pursuant to the relevant indemnity shall be reduced by the extent to which the Indemnified Party has made any admissions (save where required by court order or governmental regulations), or agreements, without the Indemnifying Party's prior written consent.

(III) If the Indemnifying Party does not deliver a Notice of Election pursuant to sub-clause (a) above, fails to defend the claim in time, or ceases to defend the claim, the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate provided the Indemnifying Party is not prejudiced by any such action.

(17). Limitation of liability

(a) The extent of the parties' liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.

(b) Notwithstanding anything contained in this Agreement, a Party's liability for any loss or damage, direct or indirect, for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement) with respect to claims (whether third party claims, indemnity claims or otherwise) shall not under any circumstances exceed Rs. ________ (________).

(c) Neither party shall be liable for any consequential, indirect or special loss including loss of profit, loss of or corruption to data, loss of contract, loss of commercial opportunity and loss of goodwill.

(d) Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

(e) Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

(i) death or personal injury caused by negligence or wilful misconduct;

(ii) fraud or fraudulent misrepresentation;

(iii) any other losses which cannot be excluded or limited by applicable law.

Neither Party will be liable for, nor will the measure of damages include, any punitive or consequential or indirect losses or damages, including lost profits or third party claims arising out of or relating to its performance or failure to perform under this Agreement. Liability for all punitive or consequential or indirect losses or damages is hereby expressly excluded.

(18). Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).

(19). Counterparts

(a) This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.

(b) Each party may evidence their signature of this Agreement by transmitting by fax or by email a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, which shall constitute an original signed counterpart of this Agreement. Each party adopting this method of signing shall, following circulation by fax or by email, provide the original, hard copy signed signature page to the other parties as soon as reasonably practicable.

(20). Costs and expenses

Unless otherwise expressly provided in writing, each Party is responsible for its own costs of complying with this Agreement and in connection with the performance of its obligations under this Agreement.

(21). Exclusivity

(a) Each Party (which, for the purpose of this clause is referred to as the "Representing Party") hereby represents to the other Party that:

(I) Upon the signing of this Agreement, the Representing Party will terminate any discussions or negotiations with any party other than a Party to this Agreement ("Third Party"), which relate to the Joint Venture or to the Project ("Third Party Discussions"), in which the Representing Party, or any employee, agent, advisor, contractor or other representative of the Representing Party, may be engaged.

(II) While this Agreement is in effect, the Representing Party will not, directly or indirectly:

(A) Engage in any Third Party Discussions; or

(B) Invite, encourage, seek or otherwise solicit any Third Party to engage in Third Party Discussions; or

(C) Respond to any invitation or solicitation from any Third Party in relation to any Third Party Discussions (except to explicitly reject such invitation or solicitation); or

(D) Enter into any agreement, memorandum of understanding, heads of agreement, letter of intent, or other arrangement with any Third Party in relation to any Third Party Discussions (whether legally binding or non-binding).

(III) The Representing Party will ensure that any employee, agent, advisor, contractor or other representative of the Representing Party also complies with the obligations under this clause.

(b) For the sake of clarity, "Third Party Discussions" do not include discussions or negotiations in which the Representing Party may engage with any Third Party in order to pursue the Business in good faith and in the spirit of this Agreement.

(22). Force Majeure

If and to the extent that a Party's performance of any of its obligations under this Agreement, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) days, the Parties shall mutually agree on the future course of action. However, despite all efforts made by the Parties in good faith, if the Force Majeure Event continues for a period of 90 (ninety) days, either of the Parties shall have the right to terminate this Agreement by giving the other Parties a notice of termination in writing.

(23). Severability

If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid / unenforceable provision.

(24). Entire Agreement

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.

(25). No other rights granted

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favor of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the Project under this Agreement.

(26) Amendments

Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.

(27). Dispute resolution

(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:

(b) The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.

(c) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.

(28). Notices

Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent to the address specified in the title clause of this Agreement.

Either Party may change its address for notification purposes by giving the other Party 10 (ten) days notice of the new address and the date upon which it will become effective.

(29). Governing Law

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.

(30). Conflicts within agreement

(a) In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

(i) the terms and conditions in the main body of this Agreement; and

(ii) any Schedules.

(b) Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

(31). 8222528222228

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(33). Assignment

(a) No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other party's prior written consent; such consent not to be unreasonably withheld or delayed.

(34). Set off

Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

(35) Equitable relief

Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

(36). Waiver

(a) No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

(b) No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

(c) A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

SIGNED BY THE PARTIES THIS ________




___________________________

________




___________________________

________

Schedule - Party 1 Obligations

Schedule - Party 2 Obligations

Annexure-1- Issued, subscribed and paid up share capital of the Company

Annexure -2 - Shareholding of the company

Schedule - Data Protection

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Joint Venture Agreement

This joint venture agreement ("Agreement") is made on this ________ at ________:

BETWEEN

________ residing at ________ (hereinafter referred to as "First Party" or "Party 1" which expression shall mean and include its legal heirs, administrators and permitted assigns),

AND

________ residing at ________ (hereinafter referred to as "Second Party" or "Party 2" which expression shall mean and include its legal heirs, administrators and permitted assigns).

(referred to herein as "Parties" or individually as "Party")

WHEREAS

A. The Parties are interested in working together to carry on the following business:

________

(hereinafter the "Business");

B. This Agreement sets out the relationship between the Parties as well as the respective rights and responsibilities of each Party.

NOW THEREFORE IN CONSIDERATION OF the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

(1). Definitions

(a). Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

(b). Authorised Persons: a party's, and its Affiliates (if applicable) officers, directors, members, partners, and any of their employees, consultants, agents, representatives or professional advisers;

(c). Business Day: a day other than a Saturday, Sunday or bank or public holiday in India;

(d). Commencement Date: the formal date on which the joint venture will commence, i.e. ________;

(e). Contract Year: each consecutive period of 12 months commencing from the Commencement Date;

(f). Control: has the meaning given in the Companies Act, 2013 and Controls and Controlled shall be interpreted accordingly;

(g). Intellectual Property Rights: copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

(h). Know-how: inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

(i). Losses: all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));

(j). GST Act: the Goods and Services Act, 2017 and and amendments and re-enactments thereto;

(2). Term & Background to Joint Venture

(a). The Joint Venture shall commence from ________ and shall continue in force until terminated by the parties in accordance with clause (Termination) of this agreement.

(b). Party 1 is engaged in the following business:

________

(c). Party 2 is engaged in the following business:

________

(d). The Parties have agreed to enter into a joint venture to carry on the following business:

________

(hereinafter the "Business");

and envisage that the joint venture will leverage upon and benefit from the combined technical, financial and management expertise and strengths of the Parties.

(3). Conditions Precedent

The obligations of the Parties under this Agreement are subject to fulfillment of the following conditions precedent to the satisfaction of the Parties:

________

(4). Ownership of the joint venture

The joint venture shall be equally owned by all the Parties in the following percentage:

Party 1: 50%

Party 2: 50%

(5). Obligations of the Parties

(a). During the term of this Agreement Party 1 shall have the following obligations:

________

(b). During the term of this Agreement Party 2 shall have the following obligations:

________

(6). Representations and Warranties

Each party represents and warrants to each of the other Parties that:

(a). It has the requisite power and authority to enter into the JV agreement, and any other agreement required for the operation of the JV and grant to the other party the rights (if any) contemplated in this Agreement.

(b). This Agreement has been duly executed by it / on its behalf and this Agreement constitutes its legal, valid and binding obligation enforceable in accordance with the terms contained herein;

(c). The execution, delivery and the performance by it of this Agreement does not and will not (a) (in case of corporates) breach or constitute a default under its constitutive documents, or (b) result in a breach of, or constitute a default under, any agreement to which it is a party or by which it is bound, or (c) result in the creation of any lien, charge or encumbrance, upon any of its assets or properties;

(d). Each party further represents and warrants to each of the other Parties that:

________

(7). Structure, Investment, Valuation, Control, Profits and Losses

(a). The parties agree that the joint venture will be set up as the following:

Company limited by shares

(b). The issued, subscribed and paid up share capital of the Company shall be as set out in Annexure-1 hereto and the shareholding of the company shall be held in the manner specified in Annexure-2 hereto.

(c). Each party agrees to contribute the following investment to the joint venture:

(I). Party 1 will contribute the following investment:

________

(II). Party 2 will contribute the following investment:

________

(8). Additional Capital

In case at any time additional capital is required by the Joint Venture, the same will be contributed by all the Parties in proportion to their ownership in the Joint Venture.

(9). Closing

Upon fulfilment of the Conditions Precedent to the satisfaction of the parties, on such date as may be mutually agreed between the Parties, which shall be a date within a period of 14 (fourteen) days from the date of fulfilment of the last of the Conditions Precedent the parties shall take all steps to fulfill and complete the actions specified below:

(10). Covenants

(a). In the event of any conflict between the Agreement and the Articles, as the case may be, which is identified at any point of time, the Parties undertake to pass the requisite resolutions to amend such provision in a manner consistent with, and to give effect to, the Agreement. As between the Parties, the terms of the Agreement prevail in the event of any conflict between the Agreement and the Articles.

(b). ________ shall be appointed as the statutory auditor of the joint venture entity.

(c). ________ shall be in employment of the joint venture entity. The employees shall devote their whole or substantially whole time and attention for the business of the joint venture entity and shall not take up employment or any executive position or executive responsibilities in any other entity during the term of their engagement with the joint venture entity.

(11). Termination

(a) This Agreement may be terminated by either party giving a minimum of the following period of notice in writing to the other party: ________.

(b) Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

(i) the other party commits a material breach of this Agreement and such breach is not remediable;

(ii) the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;

(iii) the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 14 days after the other party has received notification that the payment is overdue; or

(iv) any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

(c) Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

(i) stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

(ii) is unable to pay its debts;

(iii) becomes the subject of a voluntary arrangement for insolvency;

(iv) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

(v) has a resolution passed for its winding up;

(vi) has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

(d) Either party may terminate this Agreement at any time by giving not less than sixty days' notice in writing to the other party if the other party undergoes a change of control without prior consent of the other parties. For the purposes of this clause, 'control' shall mean beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of a company.

(e) If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause, it shall immediately notify the other party in writing.

(f) Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.

(12). Consequences of termination

(a) In the event that this Agreement is terminated:

(I) In the event that a Party ("First Party") is in possession of any equipment, materials, documents, intellectual property, data or other information ("Items") that are the property of the Joint Venture or other Parties ("Second Party"), then the First Party must promptly return all Items to the Second Party, or destroy any Items if directed to do so by the Second Party;

(13). Confidentiality

(a) The Parties each hereby acknowledge and agree that in connection with this Agreement, they may have access to information that is confidential and/or commercially valuable to one or more of the other Parties ("Confidential Information").

(b) The Parties each hereby acknowledge and agree that they may be both the receiving party in relation to some Confidential Information ("Receiving Party"), and the disclosing party in relation to some other Confidential Information ("Disclosing Party"), and that the terms of this Agreement may apply to a Party as both a Receiving Party and as a Disclosing Party, as the context so provides.

(c) For the purpose of this Agreement, Confidential Information may include but is not limited to:

(I) information of whatever nature relating to the Project or to another Party (whether relating to the Project or otherwise);

(II) any information derived from any other information which falls within this definition of Confidential Information; and

(III) any copy of any Confidential Information.

but does not include information which:

(I) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Disclosing Party, provided that it was known or in the possession of the Receiving Party through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Receiving Party was a party to such other agreement or obligation);

(II) is, or becomes, publicly available, through no fault of the Receiving Party;

(III) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;

(IV) is provided to the Receiving Party by the Disclosing Party and is marked "Non Confidential"; or

(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Disclosing Party is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

(d) In relation to any Confidential Information:

(I) the Receiving Party shall keep the Confidential Information confidential and secret.

(II) the Receiving Party shall only use the Confidential Information for the purpose of working in good faith on the Project in accordance with this Agreement.

(III) the Receiving Party shall not release the Confidential Information to any other party, unless that other party is an advisor who is under a duty of confidentiality, is assisting with the Project, and needs to have the Confidential Information in order to assist with the Project.

(e) If there is any doubt as to whether any particular information constitutes Confidential Information, the Receiving Party should presume it is Confidential Information, until the Receiving Party obtains explicit confirmation from the Disclosing Party that it is not Confidential Information.

(f) Each Party's respective obligations of confidentiality under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.

(14). Non Compete

(a) Each Party respectively agrees that, for the period of time as set out in this clause ("the Time Period") after the Party ceases to participate in the Joint Venture, and within the geographical area as set out in this clause ("the Geographical Area"), the Party will not, either directly or indirectly, whether as employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unit holder, trustee, contractor or otherwise, undertake any of the following:

(I) engaging in a business or project which is the same as, similar to or in competition with the business of the Joint Venture; or

(II) soliciting, hiring, or attempting to hire any other Parties or any employees or staff that are working in the Joint Venture;

(III) soliciting any customers or clients of the Joint Venture;

(b) For the purposes of this clause, "the Time Period" means, from the date that the Party ceases to participate in the Joint Venture:

________

(c) For the purposes of this clause, "the Geographical Area" means:

________

(d) Each Party's respective obligations under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.

(15). Intellectual Property

(a) In connection with each Party's participation in the Joint Venture, each Party respectively may generate, create, contribute to, write or produce intellectual property ("Project Intellectual Property").

(b) For the purposes of this Agreement, "Project Intellectual Property" includes but is not limited to:

(I) information, ideas, innovations, developments, improvements, inventions, discoveries, plans, reports, drawings, specifications, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property; and

(II) intellectual property that results in any way from work performed for or on behalf of the Project (whether performed by the Party or by somebody else); and

(III) intellectual property, whether the Party generates, creates, contributes to, writes or produces that intellectual property:

(A) directly, indirectly, independently or in cooperation or conjunction with another person or persons; and

(B) during the Party's ordinary working hours, or outside of the Party's ordinary working hours; and

(C) at the location where the Party ordinarily participates in the Project, or at some other location.

(IV) intellectual property that results in any way from the use of resources or assets in connection with the Project, including reference or other materials, personnel, facilities, or other resources; and

(V) intellectual property that relates in any other way to the Project or any business which is developed in connection with the Project.

(c) Unless otherwise expressly agreed between the Parties, nothing in this Agreement is intended to create any transfer or assignment of any intellectual property rights in relation to any Project Intellectual Property.

(d) Unless otherwise expressly agreed between the Parties, in the event that a particular Party generates, creates, contributes to, writes or produces an item of Project Intellectual Property, that Party shall retain any and all intellectual property rights in relation to that item of Project Intellectual Property.

(e) Each Party's respective obligations under this clause will survive the termination or expiration of this Agreement and will continue after that Party ceases to participate in the Project.

(16). Indemnity

(a) Each Party (the "Indemnifying Party") will, to the extent that a claim does not arise from the negligence or wilful default of the other or any of its Authorised Persons, indemnify and keep indemnified on demand and hold harmless the other (the "Indemnified Party") and its Authorised Persons from and against all Losses suffered or incurred by them arising out of or in connection with:

(I) any act or omission by the Indemnifying Party or any of its Authorised Persons that is in breach of this Agreement;

(II) any breach of the warranties set out in this Agreement; and

(III) any third party claim relating to the activities of this Joint Venture to the extent that any such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons.

(b) Where the Indemnifying Party is liable to make a payment under this clauses and the payment is itself liable to taxation in the hands of the Indemnified Party then the amount of the indemnity payment shall be deemed to be increased so as to ensure that the Indemnified Party receives (after any applicable taxes have been paid) the same amount as it would have received had no such taxes been levied.

(c) The following procedures will apply in relation to any third party claims:

(I) as soon as reasonably practicable after the Indemnified Party receives notice of any third party claim qualifying for an indemnity ("TP Claim"), it will give written notice to the Indemnifying Party specifying details of the TP Claim. Within 30 days of being so notified (but no later than 10 days before the date on which any response to a TP Claim is due), the Indemnifying Party may assume control of the action and settlement of the TP Claim by giving a notice (Notice of Election) to the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party reasonable assistance and access relating to any such claim at the Indemnifying Party's reasonable request and cost; and

(II) the Indemnified Party shall not make any admissions or agreements in relation to any TP Claim without the Indemnifying Party's prior written consent. The amount due pursuant to the relevant indemnity shall be reduced by the extent to which the Indemnified Party has made any admissions (save where required by court order or governmental regulations), or agreements, without the Indemnifying Party's prior written consent.

(III) If the Indemnifying Party does not deliver a Notice of Election pursuant to sub-clause (a) above, fails to defend the claim in time, or ceases to defend the claim, the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate provided the Indemnifying Party is not prejudiced by any such action.

(17). Limitation of liability

(a) The extent of the parties' liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.

(b) Notwithstanding anything contained in this Agreement, a Party's liability for any loss or damage, direct or indirect, for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement) with respect to claims (whether third party claims, indemnity claims or otherwise) shall not under any circumstances exceed Rs. ________ (________).

(c) Neither party shall be liable for any consequential, indirect or special loss including loss of profit, loss of or corruption to data, loss of contract, loss of commercial opportunity and loss of goodwill.

(d) Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

(e) Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

(i) death or personal injury caused by negligence or wilful misconduct;

(ii) fraud or fraudulent misrepresentation;

(iii) any other losses which cannot be excluded or limited by applicable law.

Neither Party will be liable for, nor will the measure of damages include, any punitive or consequential or indirect losses or damages, including lost profits or third party claims arising out of or relating to its performance or failure to perform under this Agreement. Liability for all punitive or consequential or indirect losses or damages is hereby expressly excluded.

(18). Compliance with law

Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).

(19). Counterparts

(a) This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.

(b) Each party may evidence their signature of this Agreement by transmitting by fax or by email a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, which shall constitute an original signed counterpart of this Agreement. Each party adopting this method of signing shall, following circulation by fax or by email, provide the original, hard copy signed signature page to the other parties as soon as reasonably practicable.

(20). Costs and expenses

Unless otherwise expressly provided in writing, each Party is responsible for its own costs of complying with this Agreement and in connection with the performance of its obligations under this Agreement.

(21). Exclusivity

(a) Each Party (which, for the purpose of this clause is referred to as the "Representing Party") hereby represents to the other Party that:

(I) Upon the signing of this Agreement, the Representing Party will terminate any discussions or negotiations with any party other than a Party to this Agreement ("Third Party"), which relate to the Joint Venture or to the Project ("Third Party Discussions"), in which the Representing Party, or any employee, agent, advisor, contractor or other representative of the Representing Party, may be engaged.

(II) While this Agreement is in effect, the Representing Party will not, directly or indirectly:

(A) Engage in any Third Party Discussions; or

(B) Invite, encourage, seek or otherwise solicit any Third Party to engage in Third Party Discussions; or

(C) Respond to any invitation or solicitation from any Third Party in relation to any Third Party Discussions (except to explicitly reject such invitation or solicitation); or

(D) Enter into any agreement, memorandum of understanding, heads of agreement, letter of intent, or other arrangement with any Third Party in relation to any Third Party Discussions (whether legally binding or non-binding).

(III) The Representing Party will ensure that any employee, agent, advisor, contractor or other representative of the Representing Party also complies with the obligations under this clause.

(b) For the sake of clarity, "Third Party Discussions" do not include discussions or negotiations in which the Representing Party may engage with any Third Party in order to pursue the Business in good faith and in the spirit of this Agreement.

(22). Force Majeure

If and to the extent that a Party's performance of any of its obligations under this Agreement, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

If the Force Majeure Event continues for a continuous period exceeding 30 (thirty) days, the Parties shall mutually agree on the future course of action. However, despite all efforts made by the Parties in good faith, if the Force Majeure Event continues for a period of 90 (ninety) days, either of the Parties shall have the right to terminate this Agreement by giving the other Parties a notice of termination in writing.

(23). Severability

If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid / unenforceable provision.

(24). Entire Agreement

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.

(25). No other rights granted

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favor of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the Project under this Agreement.

(26) Amendments

Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.

(27). Dispute resolution

(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:

(b) The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.

(c) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.

(28). Notices

Except as otherwise specified in this Agreement, all notices, requests, consents, approvals, agreements, authorizations, acknowledgements, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent to the address specified in the title clause of this Agreement.

Either Party may change its address for notification purposes by giving the other Party 10 (ten) days notice of the new address and the date upon which it will become effective.

(29). Governing Law

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.

(30). Conflicts within agreement

(a) In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

(i) the terms and conditions in the main body of this Agreement; and

(ii) any Schedules.

(b) Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

(31). 8222528222228

(________) 5582282 22 885582 (8) 82828, 22 522252822222 25 22525 258888 5888828552 8228252822 2588 825222222 25 522 22 252 2522258 822258225 82 82 85588 82 2552 82, 25 22 825582 22, 5 25522 8825252 252 25825 8582222 8228222 22 252 22525 25522 (8585 8228222 222 22 82 525258225882 88255285 25 5285225). 552 2552828 85588 8228582 22 252 2252 525 8222222 22 522 8585 522252822222 25 22525 258888 5888828552, 58 8288 58 252 252225 22 828 5282582.

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(32) 2552525 588555282

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(33). Assignment

(a) No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other party's prior written consent; such consent not to be unreasonably withheld or delayed.

(34). Set off

Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

(35) Equitable relief

Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

(36). Waiver

(a) No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

(b) No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

(c) A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

SIGNED BY THE PARTIES THIS ________




___________________________

________




___________________________

________

Schedule - Party 1 Obligations

Schedule - Party 2 Obligations

Annexure-1- Issued, subscribed and paid up share capital of the Company

Annexure -2 - Shareholding of the company

Schedule - Data Protection