24 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
is frequently only an intention to negotiate, taking into account that most
of the detailed documentation has still to be agreed and Government
approvals sought (if required).
** The collaboration agreement is also often called the Joint Venture or
shareholders agreement. Many of the general principles outlined in the
MOU will find themselves detailed in this agreement and in the other
agreements contain in this chapter.
19. Stamp duty.?If the agreement for joint venture relates to the sale of
goods or merchandise exclusively, the same is exempted from Stamp duty under
Article 5 of Schedule I to the Stamp Act, otherwise chargeable under the said
If, however, the joint venture agreement is in the nature of a partnership, the
same is chargeable as an instrument of partnership under Article 46, Schedule
I of the Indian Stamp Act.
20. Registration.?Joint venture agreements not creating an interest in
immovable property worth more than Rs. 100 are not compulsorily registrable
under the Registration Act.
However, if the joint venture agreement is in the nature of a partnership and
it satisfied the requirement of section 58 of the Indian Partnership Act, 1932, the
joint venture firm may be registered under the said Act and such registration is
optional. For further commentaries on this subject see, the Chapter on
Joint Venture Agreement between two persons
THIS JOINT VENTURE AGREEMENT (the ?Agreement?), made and entered
into as of this???.. day of????.. 20?.. BETWEEN A.B. etc????.. of
address????. Of the ONE PART AND C.D. etc. of????.(Address) of the
1.01. Business purpose : The business of the Joint Venture shall be as
[Describe Business Purpose]
1.02. Term of the Agreement : This Joint Venture shall commence on the
date first above written and shall continue until terminated, liquidated, or
dissolved by law or as hereinafter provided.Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 25
The following comprise the general definitions of terms utilized in this
2.01. Affiliate : An Affiliate 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 in equal proportion.
2.03. Profits and Losses : Any income or loss of the Partnership for income
tax purposes shall be determined by the Partnership?s financial year, including,
without limitation, each item of Partnership income, gain, loss or deduction.
OBLIGATIONS OF THE JOINT VENTURERS
A.B. is responsible for all operations and decisions of the Joint Venture and
will be compensated for providing various services.
4.01. Profits and Losses : 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 as follows at the conclusion
of each financial year:
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01. Business of the Joint Venture : A.B. shall have full, exclusive and
complete authority and discretion in the management and control of the business
of the Joint Venture for the purposes herein stated and shall make all decisions
affecting the business of the Joint Venture. As such, any action taken shall
constitute the act of, and serve to bind, the Joint Venture C.D. shall manage and
control the day-to-day affairs of the Joint Venture to the best of its ability and shall
use its best efforts to carry out the business of the Joint Venture. C.D. shall not
participate in or have any control over the Joint Venture business nor shall it have
any authority or right to act for or bind the Joint Venture.
AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES
OF THE JOINT VENTURERS
6.01. Validity of Transactions : Affiliates of the parties to this Agreement may26 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
be engaged to perform services for the Joint Venture. The validity of any
transaction, agreement or payment involving the Joint Venture and any Affiliates
of the parties to this Agreement otherwise permitted by the terms of this
Agreement shall not be affected by reason of the relationship between them and
such Affiliates or the approval of said transactions, agreement or payment.
6.02. Other Business of the Parties to this Agreement : The parties to
this Agreement and their respective Affiliates may have interests in businesses
other than the Joint Venture business. The Joint Venture shall not have the right
to the income or proceeds derived from such other business interests and, even
if they are competitive with the Partnership business, such business interests
shall not be deemed wrongful or improper.
PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be paid by C.D. and shall be reimbursed
by the Joint Venture.
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.
9.01. Events of the Joint Ventures : The Joint Venture shall be dissolved
upon the happening of any of the following events:
(a) The adjudication of insolvency, withdrawal, removal or insolvency of
either of the parties.
(b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Joint Venture assets.
(c) Mutual agreement of the parties.
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.Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 27
10.02. Validity : In the event that any provision of this Agreement shall be
held to he 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, restric-
tions or warranties among the parties other than those set forth herein provided
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 posted, 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 the [Country Name].
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, Signed, sealed and delivered in the
Joint Venture Agreement
THIS AGREEMENT (hereinafter referred to as ?the Agreement?) is entered into
by and between…………………….. And………………….. (hereinafter referred to as
?the Venturers?) for the following purposes:
WHEREAS the parties desire to form a Joint Venture (?the Venture?), by
execution of this agreement for the purposes provided and fix and define their
respective responsibilities interests and liabilities in connection with the perfor-
mance of the before mentioned, and28 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
NOW THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties herein agree to constitute themselves as Joint
Venturers, henceforth ?Venturers?, for the purposes before mentioned, and
intending to be legally bound hereby, the parties hereto, after first being duly
sworn, do covenant, agree and declare as follows:
1. Definitions :
1.1. ?Venturers? shall mean???.. and????.. and any successor/s as
may be designated or admitted to the Venture.
1.2. ?Net Profit? or ?Net Losses? means the taxable income and the loss of
the Venture except as follows :
Book Value of an asset shall
be substituted for its adjusted tax basis
if the two differ, but otherwise Net Profit or Net Losses shall be
determined in accordance with the provisions of the Income Tax Act,
1.4. ?Project? shall mean????..????..
1.5. ?Percentage of Participation? shall refer to that figure set forth below.
2. Formation, Name and Principal Place of Business:
(a) The Venturers do hereby form a joint venture in order for the venture
to carry on the purposes for which provisions are contained hereinafter.
(b) The Venturers shall execute all such documents or declaration as may
be required under any law for the time being in force, in order for the
Venture to operate and carry on its business and shall do all other acts
and things requisite for the continuation of the Venture as a Joint
Venture pursuant to applicable law for the time being in force.
2.2. Name : The Name and style under which the Venture shall be conducted
2.3. Principal Place of Business : The Venture shall maintain its principal
place of business at…………………….. The Venture may re-locate its office from
time to time or may have additional offices as the Venturers may determine.
3. Purpose of the Joint Venture : The purpose of the Joint Venture shall
be the following :
4. Term : The term of the Joint Venture shall commence as of the date hereof
and shall be terminated and dissolved upon the earliest to occur of?
(a) Completion of the Project;
(c) The unanimous agreement of the Venturers; or
(d) A court order of competent jurisdiction.
5. Percentage of participation :
5.1. Except as otherwise provided in sections 6.0 and 9.0 hereof, the interestCh. 53] JOINT VENTURE AGREEMENTS?FORMS 29
of the parties in any gross profits and their respective shares in any losses and/
or liabilities that may result from the Venture and their interests in all property
and equipment acquired and all money received in connection with the
performance of the Project shall be as follows:
[Name of Joint Venture Partner & Percentage]………………………………………
[Name of Joint Venture Partner & Percentage]………………………………………
5.2. The parties agree that in the event any losses arises out of results from
the Performance of the Project, each venturer shall assume and pay, the share
of the losses that is equal to the percentage of the participation.
5.3. If for any reason, a Venturer sustains any liabilities or is required to pay
any Losses arising out of or directly concerned with the construction of the
Project which are in excess of its Percentage of Participation in the Joint Venture,
the other Venturer shall promptly reimburse such Venturer this excess, so that
each and every member of the Joint Venture will then have paid its proportionate
share of such losses to the full extent of its Percentage of Participation.
5.4. The Venturers agree to indemnify each other and to hold the others
harmless from any and all losses of the Joint Venture that are in excess of such
other Venturer?s Percentage of Participation: Provided that the provision of this
sub-section shall be limited to the losses that are directly connected with or arise
out of the performance of the Project and shall not relate, to or include any
incidental, indirect or consequential losses that may be sustained or suffered
by a party.
5.5. Initial Contribution of the Venture :
(a) The Venturers shall contribute the property to the Venture and their
Capital Account shall each be credited with the appropriate value of
such contribution in accordance with their Venture interest.
(b) Except as otherwise required by law or under this agreement, the
Venturers shall not be required to make any further capital contribution
to the Venture.
5.6. Venture Interests :
Upon execution of this agreement the Venturers shall each own the following
interests in the Venture:
Joint Venture Partner Percentage:
5.7. Return of Capital Contribution :
(a) No Venturer shall have the right to withdraw his capital contribution or
demand or receive the return of his capital contributions or any part
thereof except as otherwise provided under this agreement.30 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
(b) The Venturers shall not be personally liable for the return of the capital
Contribution or any part thereof, except as otherwise provided under
(c) The Venture shall not pay any interest on the capital contribution of any
5.8. Allocation of Net Profits and Losses : Subject to the provisions of this
section, the Net Profits or Losses of this Venture (including any net Capital Gain
of the Venture, resulting from any Capital Event), shall be allocated to the
Venturers in the following priority:
A. Net Profits:
(1) First, to those Venturers with negative Capital Accounts, between
them in proportion to the ratio of their negative Capital Account
balance, until no Venturer has a negative Capital Account.
(2) Thereafter, to the Venturers, pro rata based on their respective
Venture interests as set forth in Section 5.2 hereof.
B. Net Losses :
(1) Subject to the provisions of this Section Net Losses of the Venture
(including any net Capital Loss of the Venture resulting from a Capital
Event) shall be allocated to the Venturers pro rata, based upon their
respective Venture interests as set forth herein.
(2) For purposes of this, Capital Account shall be adjusted Hypothetically.
C. Distribution : Distributable cash of the venture shall be distributed to the
Venturers pro rata, based on their respective Venture interests as set forth herein.
6.0. Management :
6.1. Except as otherwise provided herein the Management of the Joint
Venture shall be conducted by all Venturers.
7.0. Delegation of Authority :
7.1. The Venturers agree to a split of the authority between themselves as
(a) ………………………………………shall ……………………………………..
(b) ………………………………………shall ……………………………………..
8.0. Joint Venture Bank Account :
8.1. All Working Capital or other funds received by the Joint Venture in
connection with the performance of the Project shall be deposited in a Current
Bank Account to be opened with any Bank especially for the Joint Venture, and
requiring the joint signatures of the parties for any withdrawals. Said Account
shall be kept and operated upon separately and apart from any other account
of the Venture.
8.2. Withdrawals of funds from the Joint Venture Bank Account may be made
in such amount and by such persons as authorised by the Venturers.Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 31
9.0. Accounting and Auditing :
9.1. Separate Books of Accounts shall be kept by the Administrative
Managing Partner of the transactions of the Joint Venture. Any Venturer may
inspect such books of accounts upon reasonable notice and at any reasonable
9.2. Periodic audits may be made upon said Books of Accounts at such time
as authorised by the Policy Committee by persons designated by same and
copies of the Audited Accounts shall be furnished to all the Venturers.
9.3. Upon completion of the Project a final audit shall be made and copies
of such final audited accounts shall he furnished to each of the parties.
9.4. It is understood and agreed that the method of accounting shall be
Mercantile system of accounting and the accounting year shall be First day of
April to Thirty-first day of March, in accordance with the provisions of the Income
Tax Act, 1961.
9.5. The Administrative Managing Partner shall receive additional compen-
sation over and above the salary agreed to be payable to each Venturer in
compliance with the limitations and restrictions provided by the Income Tax Act,
10.0. Miscellaneous Provisions :
10.1. This Agreement constitute the entire Agreement between the Parties
and may not be altered, unless the same is agreed upon in writing signed by
10.2. This Agreement is binding upon the heirs, representatives, assigns and
successors of the parties.
10.3. This Agreement shall be governed by the laws of India.
Dated this………………………… day of……………….., 20…..
[Signatures of the Joint Venturers]
Joint venture agreement between two companies for
execution of turn-key projects
THIS AGREEMENT made this…………. day of…………. Two thousand………….
BETWEEN MESSERS…………. COMPANY LTD., a Company incorporated under
the Companies Act, 1956, having its registered office at………….
(hereinafter called ?COMPANY? which term or expression shall unless32 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
repugnant to the subject or context be deemed to include its successors-in-
interest, executors and permitted assigns) of the ONE PART AND MESSERS……….
CORPORATION LTD, a Company incorporated under the Companies Act, 1956,
having its registered office at………….
(hereinafter called ?CORPORATION? which term or expression shall unless
repugnant to the subject or context be deemed to include its successors-in-
interest, executors and permitted assigns) or the OTHER PART.
WHEREAS CORPORATION intends to enter into contracts with diverse
Purchasers for execution of turn-key projects in respect to Design, Engineering,
Manufacture, Erection and Commissioning of Coal Handling Plants for Thermal
Power Projects (hereinafter called ?the PROJECT?).
AND WHEREAS COMPANY is in possession of extensive technical know-how,
processes, formulae and secret techniques and technical information concern-
ing the planning, design engineering, construction, commissioning and opera-
tion of such Projects and has at its disposal skilled technical personnel to assist
and intending associate with such technical know-how and technical information
for execution of such projects.
AND WHEREAS the CORPORATION is desirous of acquiring from COMPANY
the said technical know-how, technical information and assistance for the
purpose of execution of its various projects for diverse Purchasers and the
COMPANY is willing and agreeable to become as associate with and assist
CORPORATION in the execution of such Projects by providing to CORPORATION
feed-back consultancy services and the necessary technical know-how for the
system design, detailed engineering and necessary checking and approval of
drawings and documents as per the respective scopes of work defined in the
SCHEDULE marked as ANNEXURE hereto.
NOW THEREFORE THIS AGREEMENT WITNESSETH and it is hereby agreed
by and between the parties hereto as follows:
1. For the purpose of this Agreement, the terms set forth hereunder (either
in the singular or plural from) are defined to men, unless the context requires
otherwise, as follows:
(a) ?The Project? means Coal Handing Plants of TPH capacity and above
for Thermal Power Projects;
(b) ?The Technical know-how? means and includes?
(i) engineering and manufacturing information available with COM-
PANY relating to system design, planning, construction, erection,
commissioning, testing of such plants as well as information
relating to materials used in the manufacture thereof and the
manufacturing of engineering technique of the COMPANY being
applicable to the operations of the CORPORATION;
(ii) design, engineering blue-prints, plant layout, plans, specifica-
tions, drawings, data, information and documents relating to the
said project or the plant utilities ;Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 33
(iii) technical information and other data whether patended, patent-
able or not, relating to the said projects, processes, formulae,
design or technique of which the COMPANY is the proprietor ;
(iv) any other technical information or instructions as may be consid-
ered necessary for the purpose of the installation of the said
(c) The term ?improvements? means future innovations, improvements or
modifications relating to the design, production methods, manufacture
and testing process of the projects ;
(d) The term ?effective date of the agreement? means the date on which
this agreement is executed or deemed to have been executed by the
(e) The term ?date of commencement period of the order? means the date
of receipt of technically and commercially clear order by COMPANY from
2. On and from the effective date on this agreement until its determination
in the manner provided hereinafter for all tenders in which CORPORATION will
participate or submit its bids, COMPANY shall issue specific tie-up letter of
consent on case-to-case basis addressed to CORPORATION signifying its assent
to the above association within the scope of the work agreed hereunder in the
performance of the contract by CORPORATION, in the event an order will be
placed by CORPORATION on COMPANY after receipt or order by CORPORATION
from the prospective Purchasers.
3. The COMPANY shall as soon as may be reasonable practicable or as might
be stipulated in the order to be placed by CORPORATION upon COMPANY and
at the written request of the CORPORATION in that behalf, transmit its technical
information to the CORPORATION as set forth in clause 4 hereinafter as also
those specified in the ANNEXURE-I hereto.
4. (1) During the term of this agreement and so long as the CORPORATION
shall duly perform and observe its obligations hereunder, COMPANY shall provide
the CORPORATION with such further information and technical know-how and
improvements pertaining to the planning, layout, design, engineering and
commissioning of the projects or considering modifications or improvements in
or to the said technical know-how or the said project.
(2) Nothing contained in sub-clause (1) of this clause shall be construed as
requiring the COMPANY to furnish or disclose to the CORPORATION any
information or data which is prohibited from transferring or disclosing by virtue
or any restriction or obligation under other agreements or which the COMPANY
is prohibited from transferring or disclosing under the laws and regulations for
the time being and from time to time in force in the country.
(3) Subject to respective scopes of work agreed hereunder and contained
in the ANNEXURE-I hereto, the time and extent of the supply or transfer of the
technical information and improvements will be mutually determined by the
G : CDD (Vol. 7) ? 334 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
progress of the CORPORATION in the process of execution of its various projects
from time to time.
(4) The COMPANY confirms that the technical information that will be
transmitted by the COMPANY under this agreement is sufficient to permit the
execution of the said projects for its diverse clients by CORPORATION as
contemplated under the provisions of this agreement.
5. Subject to the availability of sufficient surplus capacity of the COMPANY,
the COMPANY undertakes further developments in the original technology in the
design and layout and their application in the implementation of the various
projects by CORPORATION and to render necessary technical advice and
assistance for the adaptation on the designs, drawings and other technical data
furnished by the COMPANY to the CORPORATION according to the Indian
6. (1) The COMPANY shall depute at the request of the CORPORATION its
trained technical personnel as and when required by the CORPORATION to assist
the CORPORATION in the setting up of the projects and/or commissioning of the
plant as also to train the technical personnel of CORPORATION, if necessary.
(2) THE CORPORATION shall bear and pay all travelling, living and medical
expenses of all or any of the personnel so deputed by the CORPORATION at the
rates as may be settled between the parties at the time or times of placing specific
order/s on case-to-case basis.
(3) The technical personnel so deputed by the CORPORATION shall remain
employees of the CORPORATION but while working in the project site of the
CORPORATION or any other third party, they shall be subject to all the rules and
regulations of the CORPORATION or the third party as applicable to their
7. (1) The CORPORATION shall communicate to the CORPORATION any new
technological improvements in the method or process of project technology
received by CORPORATION from the COMPANY and the COMPANY shall have the
right to use such modifications or improvements in connection with its own
operations in other field.
(2) If the CORPORATION shall obtain any patents or designs on such
improvements of modifications in the original methods and technology received
from the COMPANY, it shall, as and when called upon by the COMPANY, grant
to the COMPANY licence under such patents and designs on such terms and
conditions as may be mutually agreed upon.
(3) The CORPORATION shall not, without the consent of the COMPANY, grant
any licence to a third party under the said patents except to its subsidiaries or
its parent company or other subsidiaries of such parent company.
8. The COMPANY hereby covenants with CORPORATION?
(1) that the COMPANY shall, provided that the COMPANY is entitled so to
do, communicate to the CORPORATION any modifications, improve-
ments or additions to the design which the COMPANY may acquireCh. 53] JOINT VENTURE AGREEMENTS?FORMS 35
invent make or discover and shall save as hereinbefore provided permit
the CORPORATION to use and apply the same in the execution of the
contract or contracts that it may enter into with different prospective
clients wherein COMPANY will participate ;
(2) that the COMPANY shall from time to time at the request and expense
of the CORPORATION send one or more of its employees to the work
site of the CORPORATION for the purpose of demonstration the use of
any modifications, improvements or additions to the processes as
aforesaid which the COMPANY shall have acquired, invented, made or
discovered or the use of new materials.
9. The CORPORATION hereby acknowledges the COMPANY?s exclusive
(a) to the layout plans, designs, technical know-how, data and speci-
fications agreed to be provided hereunder to CORPORATION ;
(b) to all copyrights, trade names and patents now or hereafter applied for
or granted in connection therewith ; and
(c) to use and the right to license others to use the said layout plans,
drawings, designs, technical data and information accruing hereunder
to the use thereof by CORPORATION.
10. The CORPORATION recognises and acknowledges the exclusive right of
COMPANY to grant this licence and to grant licences to others to use the method
and to conduct business with the technical know-how herein agreed to be
provided to CORPORATION.
11. Subject to as hereinafter provided the know-how made available pursuant
to this agreement shall be retained in strict confidence by CORPORATION and
anyone using it under this agreement and shall not be disclosed to or used by
any other party, person, company or otherwise for any purpose other than the
planning, design, engineering, construction, start-up or preparation of the plant
and expansion thereof. The know-how may be disclosed to officers, employees,
contractors and sub-contractors of CORPORATION to the extent required in each
particular instances for the performance of planning, design, engineering,
construction or operation as the case may be PROVIDED that in each case
appropriate secrecy shall be maintained including procedure respecting the
transmission of information visits to the plant and related matters as may be
reasonably required by COMPANY to preserve the confidentiality of and COMPANY?s
proprietary rights in the technical know-how and to ensure that the know-how
shall not be utilised except as required in the plant and expansion thereof. In the
event of a breach or threatened breach by any party to the above-mentioned
condition CORPORATION shall take all reasonable steps to prevent any such
person from disclosing or using such know-how except as authorised herein.
Notwithstanding the above, COMPANY shall give unrestricted consent upon
application in writing by CORPORATION to the disclosure and use of documents
and information at any time lawfully required by CORPORATION or by contractors
and sub-contractors who shall have lawfully received know-how under the36 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
foregoing provisions of this clause in connection with planning, design, engineer-
ing and construction of the plant from a third party pursuant to a bona fide licence
agreement to the extent that the said agreement shall give CORPORATION or
any such contractor or sub-contractor the right to disclose and use such
documents and information. The application to COMPANY shall describe the
general circumstances of the said licence agreement and the manner in which
the documents and/or information overlaps with the know-how.
12. The provision of clause 11 of this agreement relating to confidentiality shall
survive the termination of this agreement howsoever caused.
13. All documents prepared by COMPANY in connection with the works are
the property and copyright of the COMPANY and CORPORATION shall not be
entitled, either directly or indirectly, to make use of such documents for carrying
out of any work beyond the scopes of work to which this agreement relates,
without the prior approval of COMPANY.
14. The CORPORATION shall not after the termination of this agreement
howsoever the same may be terminated, practise or employ or permit or cause
to be practised or employed the technical know-how disclosed by the COMPANY
to the CORPORATION or the technical knowledge under the provisions of this
15. The COMPANY shall have the right to terminate this agreement and all
rights and licences hereby granted or to be granted upon happening of one or
more of the following events 😕
(a) if the CORPORATION shall make default in the payment of any monies
payable hereunder as and when the same shall become due ; or
(b) if CORPORATION shall become insolvent ; or
(c) if the CORPORATION shall go into liquidation whether compulsory or
voluntary except for the purpose of amalgamation or reconstruction ;
(d) if the CORPORATION shall commit any breach of the agreements and
covenants on the part of the CORPORATION herein contained and shall
fail to remedy such breach (if capable of being remedied) within………….
days after written notice thereof to CORPORATION by COMPANY
specifying the nature of the breach.
Any such termination shall be without prejudice to the rights of COMPANY to
recover any monies due to it under this agreement and to the rights or remedies
of either party in respect of any antecedent breach of this agreement.
16. The CORPORATION shall have the right to terminate this agreement if
COMPANY fails within…………. days after written notice by CORPORATION to
comply with one or more of the obligations on the part of COMPANY contained
in this agreement to be observed and performed.
17. Upon the termination of this agreement under clause 15 or 16 of this
agreement the CORPORATION shall forthwith deliver the COMPANY all drawings,Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 37
written data and documents of a similar nature supplied by COMPANY and which
shall be in the possession or under the control of CORPORATION.
18. Corporation shall supply to COMPANY?
(1) All such plans, specifications and essential details, together with all
such pertinent data and technical information with such assistance as
shall reasonably be required for the carrying out by the COMPANY of
its constractual obligations under this agreement ; and
(2) any other information as may be required by COMPANY relevant to the
19. The COMPANY shall exercise all reasonable skill, care and diligence in
the discharge of the duties agreed to be performed by them, and in so far as
any of their duties are discretionary, shall act fairly as between the client and
the contractor. Except in an emergency or as may be required by CORPORATION,
the COMPANY shall not, without the prior approval of CORPORATION, authorise
any modification of the works involving a substantial extra cost.
20. Subject as hereinafter provided none of the parties to this agreement may
assign any of its rights or obligations hereunder without the consent in writing
of the other PROVIDED that any party may assign all (but not part) of its rights
and obligations hereunder to a subsidiary of the assignor or to the assignor?s
holding company or to a subsidiary of the assignor?s holding company on the
condition that in the case of any such assignment the assignor shall remain fully
liable for the performance of its obligations hereunder and on condition that any
such assignee shall assume all of the obligations of the assignor hereunder. For
the purposes of this agreement the expressions ?subsidiary? and ?holding
company? shall respectively bear the meanings as ascribed thereto by section
4 of the Companies Act, 1956.
21. It shall be lawful for COMPANY at any time to take feed-back consultancy
services from any person, firm or company having specialised knowledge or
technical know-how on the job or pertaining to any aspect of the work covered
by this agreement.
22. This agreement shall not operate to constitute either party as the partner,
agent or representative of the other and the parties hereto will not represent
themselves as such agent for each other nor represent themselves as having
any power or authority to incur any obligation of any nature, express or implied
on behalf of one another and shall not bind or pledge the credit of one another
or attempt or purport to do any of such things.
23. This agreement shall remain valid and binding between the parties hereto
for a period of two years, whereafter this agreement will be subject to review by
both the parties for further extension on mutually agreed terms PROVIDED that
all contracts to be entered into between the parties pursuant to the provisions
of this agreement and the liabilities for any work done or to be done thereunder
or the respective liabilities under the scopes of work stipulated hereunder, shall
be irrevocable and would continue to be enforceable and binding until completion38 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
of all work, warranty and responsibilities under the said contracts or orders or
under this agreement.
24. This agreement is the entire agreement between the parties hereto as
to the subject-matter hereof and no amendments hereto shall be effective unless
in writing and signed by or on behalf of each of the parties.
25. The invalidity or unenforceability of any part of this agreement shall not
prejudice or affect the validity or enforceability of the remainder.
26. COMPANY will not be responsible for any delay in the execution of the
project by CORPORATION as the principal contractor under the terms of any order
to be placed upon CORPORATION by the Purchaser PROVIDED HOWEVER
COMPANY hereby undertakes to perform its obligations under this agreement
or under any order or orders that may be placed upon COMPANY by CORPO-
RATION pursuant to this agreement, as appropriate to COMPANY?s responsibility
within the scope of the work specified in the ANNEXURE-I hereto.
27. CORPORATION will be responsible for procurement of various equipment
and items in accordance with the standard and specifications to be laid down
or supplied by COMPANY and CORPORATION shall ensure that the equipment
and material to be supplied against various orders is individually inspected,
tested and analysed in terms of the specifications laid down or supplied by
COMPANY and in accordance with the relevant codes and practices specified
together by expression or implication.
28. CORPORATION should make available to the COMPANY and any other
individual agency authorised by the COMPANY for the purpose of inspection of
all its records and results in respect of inspection, tests and analysis conducted
by CORPORATION as part of their testing and operations under the applicable
codes and practices specified by expression or implication in this regard.
29. If required by the COMPANY the CORPORATION or its sub-contractor shall
provide and deliver free of charge for test/analysis by an independent authority
at any such place or places as the COMPANY or its authorised inspector may
reasonably require, cost of such raw materials used or intended to be used for
the contracted work by the CORPORATION as the COMPANY or its authorised
Inspector shall consider necessary and the cost of such test/analysis shall be
borne by the CORPORATION.
30. Should the CORPORATION fail to comply with any of the provisions
contained in clauses 27 to 29 relating to inspection, testing and/or analysis, the
COMPANY shall be entitled by itself and/or through Inspectors to conduct or have
conducted the Inspection, tests and/or analysis at the risk and expenses of the
CORPORATION in all respects.
31. COMPANY shall guarantee that the performance of the plants commis-
sioned under the orders to be received from CORPORATION shall be strictly in
conformity with the specification, design and within the technical parameter of
the contract and should any defects be noticed in the plants due to faulty design,
specifications or due to incomplete and erroneous instruction issued by
COMPANY to CORPORATION within 12 months from the date of commissioningCh. 53] JOINT VENTURE AGREEMENTS?FORMS 39
of the plant CORPORATION shall inform the COMPANY and the COMPANY shall
immediately on receipt of such intimation, depute their technical personnel
within………. days to investigate the causes of defects and arrange rectification
of the defects at the cost of COMPANY within a reasonable period.
32. If COMPANY fails to meet its obligation to remove the defects within a
reasonably period or refuses to carry out work under the guarantee clause and
implied guarantee conditions, if dangers anticipated or in case of servere
urgency, the CORPORATION shall be entitled to carry out at COMPANY?s cost and
risk, repair work or replacement of the necessary work or have it done by a third
33. Liability of COMPANY under the foregoing clauses 31 and 32 shall be joint
with CORPORATION and where the causes of failure or defects in the perfor-
mance of the plant are not attributable to any defects in the planning, design
engineering or technical data supplied by COMPANY to CORPORATION but the
same are either due to failure on the part of CORPORATION or any of its agents
or contractors/sub-contractors to make true and correct use of the drawings, or
on account of failure on the part of CORPORATION to act in accordance to the
specification and technical information and/or instructions supplied by COMPANY
or if the failure in the performance is due to any defects in design, material and/
or workmanship in any equipment or machinery used or installed in the plant
and supplied by any other supplier or suppliers, then and in either of the events
the COMPANY will not be responsible for breach of any covenant for warranty
34. The COMPANY shall keep the CORPORATION indemnified from and
against any and all claims, actions, demands and proceedings whatsoever
brought or made against the CORPORATION on the basis of any patent or
infringement thereof claimed or otherwise relating to and arising from any
method or process employed or method or thing done to or in connection with
any work executed by the COMPANY under this agreement or any other
agreement or order, and the COMPANY shall, at its own risk and expenses defend
any suit for infringement of patent or like suit brought against the CORPORATION
(whether with or without the COMPANY being a party thereto) and shall pay any
damages and costs in such suit, and keep the CORPORATION indemnified from
and against all consequences thereof.
35. During the continuance of this agreement CORPORATION will?
(1) Indemnify and keep indemnified the COMPANY from and against any
and all loss, damages, liability and legal fees and costs incurred by
COMPANY because of:
(a) any act, neglect or default of the CORPORATION or any of its
agents, employees, licensees or customers in connection with the
work or works agreed to be performed under this agreement ;
(b) any other reason so long as such loss, damages, liability, fees or
costs resulted from the licence hereby granted and was not due
to any default of COMPANY.40 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
36. CORPORATION shall not save with the previous consent in writing of
COMPANY, sublet, transfer or assign the contract or any part thereof or interest
therein or benefit or advantage thereof in any manner whatsoever. PROVIDED
nevertheless, that any such consent shall not relieve CORPORATION from any
obligation, duty or responsibility under the contract.
37. None of the parties shall be considered in default for the performance
of their respective obligations under the contract if and so long as such
performance is delayed or prevented by force majeure conditions such as floods,
draughts, earthquake, cause of any government authority, domestic or foreign,
including but not limited to war (whether declared or not), quarantine, licensing
controls or production or distribution restriction, accidents, destructions includ-
ing but not limited to fires, explosives, strikes, lock-outs and sabotage.
If the occurrence of any of the aforesaid force majeure conditions prevents
or delays the fulfillment of the obligations of either COMPANY or CORPORATION
continuously for a period of one month, then the parties should meet and jointly
decide the further course of action to be taken.
38. Waiver by a party hereto of any particular default by the other shall not
affect or prejudice that party?s rights in respect of any other default nor any
subsequent default of the same or of a different kind nor shall any delay or
omission of that party to exercise any right arising from any default affect or
prejudice its rights as to the same or any future default.
39. In consideration of the premises the CORPORATION shall make payment
to the COMPANY the lump sum fee based on the final contract price at the rate
and in the manner specified in ANNEXURE-II hereto.
40. All notices, consents and the like given under this agreement shall be
delivered or sent by registered or recorded delivery post addressed to the other
party at its address as herein set out or to such other address as such party
shall declare in writing for that purpose to the other and all such notices and
consents shall be deemed to be given on the day of delivery if delivered and
on the day following the date of posting if sent by registered or recorded delivery
41. If any dispute, difference, question or disagreement shall at any time
hereafter arise between the parties hereto or the respective representatives or
assigns in connection with or arising out of the contract or in respect of meaning
of specifications, design, drawings, estimates, schedules, annexures, order,
instructions, the construction, interpretation of this agreement, application of the
provisions thereof or anything hereunder contained or arising hereunder or as
to the rights, liabilities or duties of the said parties hereunder or any matter
whatsoever incidental to this contract whether arising before or after the
completion of the work under this contract which cannot be mutually resolved
by the parties, the same shall be referred to the sole Arbitration of CMD/COMPANY
or his appointed nominee and the provision of Indian Arbitration and Conciliation
Act, 1996 will apply in such Arbitration.Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 41
42. This contract, including all matters connected with this contract shall be
construed and operated as an Indian contract and governed by the Indian Laws
both substantive and procedural, for the time being in force and shall be subject
to the exclusive jurisdiction of the Courts at……………
IN WITNESS WHEREOF the parties hereto have, through their authorised
representatives, executed these presents on the day, month and year first above-
SIGNED SEALED AND DELIVERED by
M/s…………. COMPANY LTD.
through their authorised representative
the presence of
SIGNED SEALED AND DELIVERED by
M/s…………………….. CORPORATION LTD.
through their authorised representative
Shri ……………………(Designation) in the
ANNEXURE I ABOVE REFERRED TO :
COMPANY?S SCOPE OF WORK
I. SYSTEM ENGINEERING:
1. Preparation and finalisation of System layout on the basis of site survey
documents furnished by CORPORATION, showing co-ordinates and
levels of various Transfer points, Crusher House underground Tunnels,
reclaim Hopper, Wagon tippler, Control Rooms and Conveyors etc., so
as to fit into the existing/proposed plant layout of the relevant NIT.
2. Finalisation of material Flow diagram.
3. Preparation of foundation load data Anchor Bolt Plan of whole Coal
Handling system, including location and loads for inserts.
4. Preparation of General Arrangement Drawings, with adequate details
of equipment and conveyor layouts, so that these drawings would be
adequate for design of Civil and Structural Engineering work indepen-
dently.42 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
5. Material Schedule, (for procurement purpose) for total project, which
are to be prepared at the beginning of the Project on finalisation of
6. Technical evaluation of and recommendations about, various bids and
selection of vendors for various systems.
7. Review and approval of design/drawing furnished by vendors and/or
8. To ensure fulfilment of anticipated plant performance parameters.
II. MECHANICAL :
1. Preparation of outline specification and schematic/layout drawings and
related tender documents for all bought-out and/or fabricated equip-
2. Detail design of conveyors and associated equipments.
3. Drive and tension calculations for conveyor system, and minimum
power requirement for other equipment.
4. Preparation of and Blow-ups and detail drawings of Conveyors, Belt
Feeders, Belt cleaners, Ghutes, Drive frames, Take-ups, Gates (sliding
3 flap gate), Pulleys, Drive system etc. as applicable.
5. Preparation of all detail drawings for conveyor technological structures,
including all chute work, liners for RCC/Steel bunker/chutes, skift
board, deck plates etc. and rail fixing arrangements, as applicable.
1. Preparation of Civil design criteria and design calculations, and general
arrangement/detailed construction drawings with elaborate dimen-
sions, showing plan, elevations, sections and views as well as details
of various inserts and anchor bolts, based on soil data furnished by
2. Tender documents and preliminary bill of quantities with a variation of
+/? …% for finalisation of contract with sub-vendors/for procurement
3. Preparation of Bar-bending schedule and material list.
4. Updating of detail drawing based on ?As built? information received from
1. Preparation of structural design, calculations with design criteria and
2. Tender documents and preliminary bill of quantities with a variation of
for finalisation of contract with sub-vendors/for procurement purposes
only.Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 43
3. Preparation of fabrication and erection drawings, with celebrate dimen-
sions, showing plan, elevation, sections, views, joints having signs and
marks of different elements, along with Bill of Materials against each
4. Preparation of Bill of quantities along with bulk list (with +/?. ..%
variation) for procurement within one month from finalisation of basic
5. Updating of detail drawings based on ?As built? information received
V. ELECTRICAL :
1. To furnish all such data, as may be required for preparation of detailed
design of electrical system of the plant, inter-facing requirements are
also to be taken care of.
2. Review and inter-facing of drawings, (to be submitted by Electrical
detailer, which shall be arranged by CORPORATION).
VI. DUST EXTRACTION SYSTEM/PIPE-LINE/AIR CONDITIONING :
1. Preparation of layout drawings and basic design parameters/schemes,
based on which detail engineering, manufacturing, supply, erection and
commissioning of these systems can be executed by other agencies.
2. Review and inter-facing of drawings, (to be submitted by Vendors,
which shall be arranged by CORPORATION).
VII. SUPPLY OF EQUIPMENT :
Vendors selection for various equipment and items, and assessments
of overall capabilities of the vendors, will be jointly undertaken by
COMPANY and CORPORATION, and the final orders will be placed by
CORPORATION on approved vendors only.
1. Preparation of inter-facing drawings, super-imposing civil, structural,
conveyors, technological, structures, mechanicals, electricals and dust
2. Co-ordination with Purchaser jointly with CORPORATION, for getting
approvals for various design calculations/drawings to be prepared by
COMPANY, in accordance with this Contract.
3. Submission of revised drawings incorporation comments/improve-
ments, as and when required.
4. Number of prints of each drawings and document shall be submitted
as per requirement of Purchaser, till client?s approval. Two sets of
reproductible prints of each approved drawings to be finally submitted.
Detailed construction drawings not requiring approval by the Purchaser
to be submitted in 5 copies with one set of reproducible prints.44 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
5. Visit to the site of work, to deal with major design/construction
problems, as appropriate to COMPANY?s responsibility.
6. Preparation of operating instructions and maintenance manuals, for the
total system based on manuals/information supplied by various equip-
CORPORATION?s SCOPE OF WORK AND RESPONSIBILITY
1. CORPORATION shall be the principal contractor responsible for the total
execution of the Project, in accordance with the order placed by the
2. CORPORATION shall place firm order on COMPANY, as per the mutually
agreed scope of work, as spelt out in this agreement.
3. CORPORATION will maintain close liaison with the Purchaser in all
matters, for resolving all problems, and thereby expediting project
execution and maintaining the contractual.
4. CORPORATION shall similarly also arrange for detail engineering for Air
Polution Control system package etc. to be carried out.
5. CORPORATION shall arrange for detail engineering of electrical pack-
age to be carried out.
6. CORPORATION shall also be responsible for all other work involved in
the projects, including complete erection/commissioning of all struc-
turals and equipment etc., required for the project, site, supervision,
co-ordination etc. Further COMPANY will also be kept fully informed
about all relevant matters to enable COMPANY to intervene/ give
suggestions to CORPORATION for satisfactory completion of the
ABOVE REFERRED TO :
FEES FOR COMPANY?s SCOPE OF WORK
For COMPANY?s Scope of Work as specified in PART-A of ANNEXURE-I to this
agreement, CORPORATION WILL pay a lump sum fee of………………. of the final
contract price to COMPANY and the payment terms shall be as follows:
… as an advance against Bank Guarantee for equivalent amount.
… pro-rata payment will be made to COMPANY on submission of drawings.
… pro-rata payment will be made to COMPANY against approval of
drawings by the Purchaser.
… after successful commissioning of the plant or after the contractual date
of completion whichever is earlier, subject to completion of COMPANY?s
Scope of Work, against Indemnity Bond/Bank Guarantee.Ch. 53] JOINT VENTURE AGREEMENTS?FORMS 45
Joint venture agreement between three companies whereby
the entire products manufactured by one of the companies
are agreed to be sold by the remaining two companies
to various customers
This Agreement is made the……………… day of……………… BETWEEN (name
of company) having its registered office at (address) (hereinafter called Z) of the
FIRST PART (name of company) having its registered office at (address)
(hereinafter called A) of the SECOND PART and (name of company) having its
registered office at (address) (hereinafter called B) of the THIRD PART.
(1) Z intends to operate a plant at………… for the production of (specify
products) with an initial production capacity of……………… tons per annum and
desires to obtain long terms commitments for the sale of the entire output of the
plant up to the initial production capacity.
(2) A and B each wish to purchase part of the output of the said plant and
Z has agreed to sell the same subject to the terms and conditions hereinafter
NOW IT IS HEREBY AGREED as follows :
1. In this agreement unless the context otherwise requires the following
expressions shall bear the following respective meanings
?base price? means (specify base price)
?contract period? means the period from the plant commencement date
until the……………… day of………………
?contract percentage? means in the case of A………… per cent and
in the case of B…………. per cent
?contract quantity? means (1) during the run up the contract percentage
of products produced at the plant
(2) during any year throughout the contract period in the case of
A……….. and in the case of B……….. in each case reduced in
accordance with clause 9
?customers? means A and B collectively or individually as the context
month? means calendar month
?plant? means the plant referred to in recital (1) above
?plant commencement date? means the (1st January) following the date
on which the plant first becomes in Z?s opinion capable of continuous
production of the products at a rate not less than…………..
?products? means (specify products)46 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
?run up? means the period starting with the date on which the plant first
produces the products and ending with the day immediately preceding
the plant commencement date
?year? means calendar year.
2. (1) During the run up and during each year of the contract period Z agrees
to sell and each of the customers agrees to take and pay for its contract quantity
or else pay in accordance with clause 10 hereof.
(2) All products sold to the customers pursuant to this agreement shall meet
the specifications set out in the schedule hereto (or agreed between the parties
hereto) or such other specifications as may be from time to time requested by
both of the customers and within the capabilities of the plant.
(3) Z will so far as practicable ensure that products produced at the plant shall
be made available to the customers unless otherwise required by them in ratio
to their respective contract percentages.
3. (1) If in any year during the contract period production of products at the
plant shall exceed a rate of…………. per annum on a cumulative basis from the
beginning of that year Z will offer the surplus for sale to the customers in ratio
to their respective contract percentages on equal terms and conditions to each
(2) Z will give the customers full and up-to-date information regarding
surpluses and expected surpluses.
4. (1) Z will give the customers full and up-to-date information regarding the
products produced or expected to be produced at the plant during the run up.
(2) Z will promptly notify the customers of the plant commencement date.
5. (1) Z will deliver all products sold pursuant to this agreement points of
delivery in India.
(2) Z will so far as practicable make regular weekly (or more frequent)
deliveries of approximately equal quantities both during the run up and during
the contract period PROVIDED that without prejudice to the customer?s obliga-
tions under clause 2(1) hereof Z will endeavour so far as reasonably practicable
to accommodate any customer wishing to vary the pattern of deliveries if this
can be done without incommoding any other customer.
(3) Title and risk shall pass on delivery.
(4) Not later than (………..) in each preceding year in which deliveries of
products are due to be made under this agreement each customer will give Z
written notification of such general information with regard to its requirements
(including desired point or points and times of delivery) as shall enable Z to
prepare an outline delivery programme for the ensuing year.
(5) Each customer will give to Z at least (…………) notice of its detailed firm
requirements which requirements shall be formulated in such a way that they
are capable of being met by regular weekly (or more frequent) deliveries and
Z will prepare a detailed delivery programme for each customer as soon asCh. 53] JOINT VENTURE AGREEMENTS?FORMS 47
practicable after receiving the said notice and the detailed delivery programme
will within the terms of this agreement and without prejudicing the interests of
the other customer meet the requirements of each customer as far as reasonably
(6) Z will make and the customers will accept deliveries in accordance with
the detailed delivery programmes (or agreed modifications thereof) and the
customers will moreover accept deliveries made by Z otherwise than in
accordance with the detailed delivery programmes (or agreed modifications
thereof) subject to Z using its best endeavours to adhere to such programmes
(7) To the extent that Z has discretion under the terms of the foregoing sub-
clauses of this clause Z will exercise the same in good faith and without favouring
one customer to the detriment of the other and subject to such discretion being
so exercised the exercise thereof shall be final and binding on the customers.
6. (1) The delivered price for all products sold to the customers pursuant to
this agreement and conforming to the specifications already agreed shall be the
base price less a discount of…………..
(2) The delivered price for products sold to the customers pursuant to this
agreement but which do not conform to the specifications already agreed shall
be the base price less the discount aforesaid subject to such adjustment as shall
fairly reflect the difference between the cost of producing and handling such
products and the cost of producing and handling products conforming to the said
7. (1) Z will submit invoices to the customers (monthly) for all goods sold
pursuant to this agreement and payment on each invoice shall be made by the
customer within (thirty) days of receipt thereof.
(2) Appropriate adjustments shall be made to the total amounts invoiced to
the customers each year to ensure (so far as practicable) that differentials in the
actual costs of freight per ton during that year to each customer are fairly reflected
and such adjustments shall be made by way of refund to either customer if in
respect of that customer actual costs of freight per ton during that year shall have
been less than such costs in respect of the other customer.
8. Z shall not be liable to either of the customers for failure to deliver in
accordance with the provisions of this agreement where such failure is due to
any cause outside Z?s control including (but not limited to) war riot strike or lock-
out act of God fire explosion flood confiscation action of any government or
9. If as a result of any failure due to any of the causes mentioned in clause
8 hereof for to any other cause (other than a failure to produce resulting from
a customer?s election to pay the agreed sum per ton under clause 10 hereof)
production of products at the plant shall in any year falls short of………… tons
each customer?s contract quantity for that year shall be reduced by its contract
percentage of the shortfall and to the extent that any such reduction cannot be
effected in respect of both the customers in the year in which the shortfall occurs48 CONVEYANCING, DRAFTING & DEEDS [Ch. 53
the necessary adjustments shall be made in the next ensuing year and Z will
give the customers full and up-to-date information regarding such failures and
shortfalls and as to any circumstances which may come to its knowledge which
may be likely to lead to any such failure and shortfall.
10. If in respect of any year the detailed firm requirements of either customer
given in accordance with clause 5(5) hereof amount to less than its contract
quantity for that year that customer will pay Z an agreed sum per ton in respect
of the deficiency and subject as hereinafter provided the said agreed sum per
ton shall be the base price per ton less the variable cost per ton and for the
purposes of this agreement ?variable cost per ton? means the average cost of
materials and utilities consumed per ton during the year in which the customer
fails to take all or part of its contract quantity as aforesaid and other costs per
ton during that year of producing products (such as labour) to the extent that
such costs vary with the quantity of products produced. A customer?s obligation
to pay the said agreed sum per ton shall be reduced if and to the extent that
the other customer takes and pays Z for the said deficiency.
11. Subject as hereinafter provided none of the parties to this agreement may
assign any of its rights or obligations hereunder without the consent of all of the
other PROVIDED that any party may assign all (but not part) of its rights and
obligations hereunder to a subsidiary of the assignor or to the assignor?s holding
company or to a subsidiary of the assignor?s holding company on condition that
in the case of any such assignment the assignor shall remain fully liable for the
performance of its obligations hereunder and on condition that any such
assignee shall assume all of the obligations of the assignor hereunder and for
the purposes of this agreement the expressions ?subsidiary? and ?holding
company? shall bear the meanings ascribed thereto by section of the Companies
IN WITNESS etc.
[Signatures of the parties]
Joint Venture agreement between an Indian Company and a
Foreign Company for transfer of technology with mutual
covenants, stipulations and restrictions as to the
liability of the Government of the
THIS AGREEMENT, made this…………… day of…………. BETWEEN