Navigating the Legal Landscape: India's Compliance with Preferential Trade Agreements (PTAs)
- LawDocs Team
- 2024-02-26
Specimen Of Joint Venture Agreement: THIS JOINT VENTURE AGREEMENT has made and execute at Ahmadabad on the 2nd February 2021 BETWEEN EURO FORBES LLC incorporate under appropriate laws of the United States of America having its register office at 7 seventh street, New York. Of the ONE PART
AND
BELL QUARTZ LTD, a company registered under companies act 2013, having its registered office at B-401, Swarnim Business Hub, SG highway, Ahemdabad-382470.of the OTHER PART.
WHEREAS EURO FORBES LLC carries business as manufacturing of and dealing, exporting in large clock towers machines, imported machines of wristwatches, tower clocks parts, and mechanism of it and intends to expand its business in India and abroad.
WHEREAS BELL QUARTZ LTD, carries on business in manufacturing and designing large clock as well as wristwatch spare parts, and intends to expand its business in India and abroad
NOW, THE MEMBERS INTENDING TO BE EXCLUSIVELY BOUND, AGREE AS FOLLOWS:
The following words and expressions shall have the meaning assigned to them, except where the context otherwise requires:
“Client” means the and none other, except its legal successors and permitted assigns;
Specimen Of Joint Venture” means the Specimen Of Joint Venture formed between the Members in accordance with this Agreement
“Members” mean the companies which have agreed to Joint Venture in connection with the Project;
“Project” means the undertaking or proposed or actual works in connection with Contract with the Client;
“Services” means all the services to be performed by the Joint Venture in accordance with the Contract with the Client.
This Agreement shall come into effect on the date of signature by all the Members of the JV.
A Joint Venture company would be formed under the name and style of BELL-EURO FORBES COMPANY PVT LTD under the companies act 2013, having registered office at Ahmadabad. EURO FORBES LLC and three of its nominee and
BELL QUARTZ and three of its nominee would-be subscribers to the memorandum and article of association of the said company to incorporate.
The main purposes and objective of the Joint Venture shall be to execute the activities as per the contract with the Client and shall be wound up once the activities are completed as agreed upon.
The shareholding in the share capital of the said company to be incorporated would be in equal proportions between EURO FORBES LLC & BELL QUARTZ Shares will be allotted partly in cash and partly towards the cost of the plant, machinery, equipment to be supplied by a foreign company and in consideration for assignment by
EURO FORBES LLC of its patents rights, trademarks, trade names, and license in favor of new company to be incorporate.
The consideration for allotment of shares of the new company to BELL QUART LTD shall be paid in cash and in-kind such by transfer of immovable property for setting up of factory and
Making arrangement of office accommodation of new company. The valuation decided by a certified valuer and agreed by mutual agreement between both the party
The expense for setting up and promotion of new company and products would be shared equally by EURO FORBES LLC & BELL QUARTZ
This Agreement has been execute in the English language which shall be
The binding and controlling language for all matters relating to the meaning or interpretation of this Agreement.
The Agreement, its meaning and interpretation, and the relation between the Members shall be governed by the applicable laws of India.
The said another party will provide necessary technical assistance and expertise to the new company for assembling, installing, start-up, and smooth running of manufacturing and selling process as per requirement.
The said another party will provide all other technical assistance and expertise to the new company in relation to the operation of machinery, the working mechanism of it apart from training facility, testing, Research & Development facilities should be arranged for providing operating of new business.
Unless otherwise agreed by the Members, no Member shall engage in any activity related to the Project, other than as a Member of the Joint Venture.
In accordance with the terms and conditions of this Agreement. Each Member warrants that its subsidiaries and
Other firms or individuals over which it has control will comply with this requirement
It has been jointly establish by the Members that the Agreement shall be effective until all the activities as specified in the Contract with the Client have been completed and any extension of that period subsequently agreed between the Client and the Joint Venture, this Agreement shall thereupon terminate forthwith;
Provided that the terms of this Agreement shall nevertheless continue to bind the Members to such extent and for so long as may be necessary to give effect to the rights and obligations specified in the Agreement (i.e. until the process of the deregistration of the Specimen Of Joint Venture is completed and all its activities are formally and legally wound up).
The new company will manufacture clock machines spare parts, big clock machines & Mechanism and allied accessories and products and the same would be market in India and export to other countries under the trade name or brand name made available by EURO FORBES LTD and by any other name shall obtain new trademark and patent for further better manufacturing, selling and exporting the new company’s product
Neither party shall carry on their own business in a manner that will directly adversely affect the business and profitability of the new company.
Any dispute arising out of or in relation to this Agreement shall be settle amicably between the parties failing this it shall be finally settled by arbitration;
1Such arbitration shall be conduct in accordance with the Rules of the United Nation Commission for International Trade Law (UNCITRAL)
The venue of arbitration shall be Ahemdabad
The Laws of the shall be applicable in Indian arbitration.
This agreement is made subject to obtaining approvals from the Indian government and other concern authorities.
Neither party shall be liable for any breach or non-observance of any term or condition of this Agreement
On account of force majeure which shall mean fire, explosion, acts of government, and other similar circumstances beyond a party’s control.
In the event of certain additions or alterations are require under this agreement due to imposition of certain terms and conditions by the government of India or
Appropriate authority granting the approval shall be incorporated in this agreement by way of a supplemental agreement.
If required the memorandum and article of the association of the new company would also be in conformity with the direction or approvals of appropriate authorities.
IN WITNESS WHEREOF the parties hereto have signed, sealed, delivered these presents on the day, month, and year first above written.
SIGNED, SEALED AND DELIVERED BY SIGNED, SEALED, AND DELIVERED BY
Mr. Paritosh pant Ms. Kalyani Jiten Parmar
Pursuant to board resolution Dated of Pursuant to board resolution Dated of
EURO FORBES LLC in presence of BELL QUARTZ LTD in presence of :
1………………………….. 1. ………………………………………
2………………………….. 2………………………………………..
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