JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is made at ________, India on ______day of_______20___ between_________________, a company registered in India, under the Companies Act, 1956 and having its registered office at __________________________ INDIA, hereinafter referred to as the "Party of the First Part" (which expression shall unless repugnant to the context include the Party of the First Part's permitted successors and assigns) AND______________,a incorporated under the companies act,_______, and having its Registered Office at _____________________,(country) hereinafter referred to as "Party of the Second Part" (which expression shall, unless repugnant to the context include the Party of the Second Part's permitted successors and assigns).

WHEREAS the Party of the First Part is engaged in manufacture, sale and distribution of___________________ in India

WHEREAS the Party of the Second Part by itself and its subsidiary companies is engaged in manufacturing, sale and distribution of __________________ in many other countries.

AND WHEREAS the Party of the First Part and the Party of the Second Part have entered into an Agreement for the purposes of expanding their business by setting up of a Joint Venture Company (hereinafter called the "JVC") to be set up in India for the purposes of manufacturing, exporting and distributing ______________________.

IN CONSIDERATION of mutual agreements and undertaking hereunder set out the parties to this agreement have granted the rights and accepted the obligations as follows:
1. The Party of the Second Part and the Party of the First Part shall undertake to incorporate and form a company (hereinafter called the Joint Venture Company ("JVC") to be registered in India under the Companies Act, 1956 by the name of _____________.

2. The JVC will be registered in the State of ___________ in India. and will have its Registered Office______________________ or such other place/s as the parties may agree upon. The headquarters of the JVC shall be at _____________________, India.

3. The main objects of the JVC will be as set forth in its Memorandum of Association attached hereto. The main objects shall include establishment of manufacturing facilities and distribution, organization, relating to _______________________. 

4. The JVC shall be entitled to operate sell and distribute goods manufactured by it in India or any other place outside India as mutually agreed between the parties.

5. The initial authorized capital of the JVC will be Rs..................... divided into ..............equity shares of Rs...... each. The Party of the First Part and the Party of the Second Part have agreed to subscribe the share capital of the proposed JVC in the proportion of ……...., i.e., the Party of the First Part to take .......... equity shares of the aggregate value of Rs............. and the Party of the Second Part........... equity shares of Rs........ each of the aggregate value of Rs..................

6. In addition to the initial subscription mentioned hereinabove, the parties agree to subscribe to the further issue of share capital of the JVC as may be required in the proportion of ..: .., i.e., the Party of the First Part ....% and the Party of the Second Part ....% 

7. The Memorandum and Articles of Association of the JVC will be as set forth in the draft attached as Annexure-I. These documents may be amended from time to time by written agreement between the parties, subject to the provisions of the Companies Act, 1956. 

8. On signing this Agreement, the parties agree to take necessary action for the registration of the Joint Venture Company within...... (.......) days hereafter.

9. The parties hereto agree to jointly own, operate and manage the JVC.

10. The JVC shall be owned, operated and managed by the parties jointly in accordance with this agreement and the Memorandum and Articles of Association.

11. The proposed Memorandum and Articles of Association of the Joint Venture Company shall include the following provisions:
a. The JVC shall have a Board of Directors composed initially of....... directors, ........ of which shall be of the choice of the Party of the First Part and ..... of whom shall be of the choice of the Party of the Second Part.

b. The Chairman of the Board of Directors shall, for the first accounting period of the JVC, be one of the members of the Board of Directors appointed by the Party of the First Part and for the duration of the 2nd accounting period be one of the members appointed by the Party of the Second Part, whereafter the parties shall alternatively have the right to appoint the chairman during the subsequent accounting periods of the company.

c. The Board of Directors shall meet regularly at least .... times a year, i.e., once in each .................. d. At least 21 days prior notice shall be given to all directors of the Board whether residing in India or otherwise. In case of directors residing outside India, notice shall be sent by telex/fax/cable. Each notice shall set out in sufficient detail, the Agenda of items to be transacted at each meeting. A meeting may be held at short notice if it is agreed by all the directors in writing. 

e. The quorum necessary for transacting any business of or taking any decision of the Board of Directors shall consist of at least ....members, of whom at least... shall have been those appointed by the Party of the First Part and ..... by the Party of the Second Part. 

f. If the minimum number of directors of each of the parties is not present at the Board Meeting, the meeting shall be adjourned for a day, which shall not be less than .... days from the original meeting and if at such adjourned meeting the quorum as required is not present, then the adjourned meeting may proceed, provided that the Board shall not take any action concerning matters specified in Annexure 1 hereto and any attempted action by the Board shall be null and void. 

g. The parties have agreed that they will obtain an undertaking from each person nominated by them to be a director of the Joint Venture Company with an undertaking that each of them will implement each and every provision of this agreement. 

h. Parties shall exercise their powers to ensure that the appointment of directors nominated by each other is not terminated except as may be mutually agreed. In case any director vacates his office due to any reason, including operation of law, the party which had appointed such director shall have the right to fill in such vacancy by appointment of another director to fill such vacancy and parties shall ensure that the Board fills such vacancies as provided above. 

i. The day to day implementation of the projects and operation of the JVC shall be controlled by the Managing Director of the company to be appointed by the Party of the Second Part, who shall be in charge of the technical and administrative …………………………………………..

 This document is only the partial sample version of the full .

For the complete version of this document, please refer to eMinds! Agreements and Deeds on CD- a terrific reference resource for drafting. 

It presents a real shirt-sleeves approach for solving corporate problems...Using this series can save days of research.

Hurray! - All Soft Copies  - for the first time!!!
eMinds! Agreements and Deeds comes in Soft files (Word Format), which you can directly download and start building up. So impress your boss, clients or the management by writing those complex legal jargons – all just a click away. Who should buy?
eMinds! Agreements and Deeds is essential for Chartered Accountants, Company Secretaries, Lawyers or anyone engaged in Corporate Practice. Most of these forms and agreements are directly applicable to your business or to your clients’ businesses. ... No corporate library should be without it.

Real live legal forms - not sanitized versions
These are not the sanitized forms that you find in most legal forms books. An outstanding source of the latest strategies, legal forms and agreements that have been (and are still being) developed by the top Corporate Professionals in the country. Expertise of skillful corporate specialists that you can use in your practice or in your job. This will be instrumental in avoiding the ‘reinventing the wheel’ syndrome as virtually every issue you would face would have a sample solution in the CD. These are the actual forms and agreements that have been used in real life business scenarios to accomplish legal / commercial transactions.

Frequent updates keep you current

As you know, corporations are constantly devising new and better ways to accomplish corporate goals and satisfy legal requirements. We review all new agreements and prepare revision pages that contain the legal forms and agreements that are likely to be useful to you. We mail these revision pages to you throughout the year along with updated contents, topical index pages, and a report letter that highlights the new items that are included in the update.
eMinds! Agreements and Deeds are organized into 33 Chapters…. Click here to know more about it 
CHECK THE SPECIAL EXCLUSIVE OFFER FOR EMINDS! MEMBERS