Format
Agreement For Joint Venture with Foreign Company
THIS AGREEMNET IS MADE on
this ……..day of 2020 BETWEEN ABC INC. Incorporated under the appropriate
laws of the United States of America having its office at _________ of the ONE
PART and XYZ LTD. a company registered under the Companies Act, 2013 having its
office at _________ of the OTHER PART.
this ……..day of 2020 BETWEEN ABC INC. Incorporated under the appropriate
laws of the United States of America having its office at _________ of the ONE
PART and XYZ LTD. a company registered under the Companies Act, 2013 having its
office at _________ of the OTHER PART.
WHEREAS ABC INC.
(hereinafter referred to as ABC) carries on business as manufacturer of and
dealer and exporter in Computers, Computer Hardware and Software and has
worldwide market and intends to extend its market here in India and elsewhere.
(hereinafter referred to as ABC) carries on business as manufacturer of and
dealer and exporter in Computers, Computer Hardware and Software and has
worldwide market and intends to extend its market here in India and elsewhere.
Whereas XYZ
LTD. (hereinafter referred to as XYZ) carries on business as manufacturer of,
dealer in and exporter of Computer Software and intends to expand its business
in India and abroad.
LTD. (hereinafter referred to as XYZ) carries on business as manufacturer of,
dealer in and exporter of Computer Software and intends to expand its business
in India and abroad.
Whereas ABC
and XYZ intend to co-operate in manufacturing/dealing in and exporting
Computers, Hardwares and Software in India and abroad for mutual benefit by
setting up a new company.
and XYZ intend to co-operate in manufacturing/dealing in and exporting
Computers, Hardwares and Software in India and abroad for mutual benefit by
setting up a new company.
NOW THESE PRESENTS WITNESSETH and
the parties hereby agree as follows:
the parties hereby agree as follows:
1. A Joint-stock company would be formed under
the name and style of Pvt. Ltd. under the Companies Act 2013 having its
Registered Office at ________.
the name and style of Pvt. Ltd. under the Companies Act 2013 having its
Registered Office at ________.
2. ABC and three of its nominees and XYZ and
three of its nominees would be the subscribers to the Memorandum and Articles
of Association of the said company to be incorporated.
three of its nominees would be the subscribers to the Memorandum and Articles
of Association of the said company to be incorporated.
3. The shareholding in the Share Capital of the
said company to be incorporated would be in equal proportions between ABC and XYZ.
said company to be incorporated would be in equal proportions between ABC and XYZ.
4. The Memorandum and Articles of Association of
the company proposed to be incorporated would be settled in mutual consultation
and the same would govern the rights and obligations of ABC and XYZ in relation
to the said proposed company.
the company proposed to be incorporated would be settled in mutual consultation
and the same would govern the rights and obligations of ABC and XYZ in relation
to the said proposed company.
5. ABC will be allotted shares in the said new
company partly in cash and partly towards the cost of plant, machinery and
equipment to be supplied by ABC to the new company and in consideration for
assignments by ABC of its Patent Rights, Trade Marks, Trade Names and Licences
in favour of the new company to be incorporated. The consideration for
allotment of shares to ABC would also include the supply and transfer of
technical formula, new inventions, secret processes, technical information
concerning the production, manufacturing, testing, specifications, instructions
and information as to the manufacture of, development, use and servicing,
maintenance and improvement of quality of Computers, Hardware and Software and
generally in connection with the successful carrying on of the said business by
the said new company to be incorporated.
company partly in cash and partly towards the cost of plant, machinery and
equipment to be supplied by ABC to the new company and in consideration for
assignments by ABC of its Patent Rights, Trade Marks, Trade Names and Licences
in favour of the new company to be incorporated. The consideration for
allotment of shares to ABC would also include the supply and transfer of
technical formula, new inventions, secret processes, technical information
concerning the production, manufacturing, testing, specifications, instructions
and information as to the manufacture of, development, use and servicing,
maintenance and improvement of quality of Computers, Hardware and Software and
generally in connection with the successful carrying on of the said business by
the said new company to be incorporated.
6. Will furnish necessary technical assistance
and expertise to the new company for assembling, installation, start-up and for
smooth running of the manufacturing and selling processes as might be required
by the new company from time to time.
and expertise to the new company for assembling, installation, start-up and for
smooth running of the manufacturing and selling processes as might be required
by the new company from time to time.
7. Will furnish to the new company all other
technical assistance and advice in relation to the operation of the plant and
machinery, repairs thereof, testing facilities, training facilities and
Research & Development facilities should be arranged for, provided and
continued for successful running of the business of the new company.
technical assistance and advice in relation to the operation of the plant and
machinery, repairs thereof, testing facilities, training facilities and
Research & Development facilities should be arranged for, provided and
continued for successful running of the business of the new company.
8. The shares that would be allotted by the new
company should not be transferred by either ABC or XYZ within a period of five
years from the date of allotment and thereafter if any of the parties intends
to transfer any share then the same shall be offered first to the other party
at a price to be determined by a Valuer to be appointed by mutual agreement and
in absence by application to the Indian Chamber of Commerce.
company should not be transferred by either ABC or XYZ within a period of five
years from the date of allotment and thereafter if any of the parties intends
to transfer any share then the same shall be offered first to the other party
at a price to be determined by a Valuer to be appointed by mutual agreement and
in absence by application to the Indian Chamber of Commerce.
9. The new company will manufacture Computers,
Hardwares and Softwares and allied accessories and products and the same would
be marketed in India and exported to other countries under the Trade name or
Brand name made available by ABC and by any other name and shall obtain new
Trade Mark and obtain Patents for further and better manufacturing, selling and
exporting the new company’s products.
Hardwares and Softwares and allied accessories and products and the same would
be marketed in India and exported to other countries under the Trade name or
Brand name made available by ABC and by any other name and shall obtain new
Trade Mark and obtain Patents for further and better manufacturing, selling and
exporting the new company’s products.
10. ABC
will buy 75% of the products of new company for exporting; to other countries
through its own organisations or outlets at a remunerative price not below the
price at which the products are sold in India.
will buy 75% of the products of new company for exporting; to other countries
through its own organisations or outlets at a remunerative price not below the
price at which the products are sold in India.
11.
Neither party shall carry on their own business in a manner which will directly
adversely affect the business and profitability of the new company.
Neither party shall carry on their own business in a manner which will directly
adversely affect the business and profitability of the new company.
12.
The expenses for the setting up and promotion of the new company would be
shared equally by ABC and XYZ.
The expenses for the setting up and promotion of the new company would be
shared equally by ABC and XYZ.
13.
The consideration for allotment of shares of the new company to XYZ shall be
paid in cash and in kind such as by transfer of immovable properties for the
setting up of factory and making arrangement for the office accommodation of
the new company. The valuation of such immovable properties including office
accommodation would be decided by mutual agreement between ABC and XYZ.
The consideration for allotment of shares of the new company to XYZ shall be
paid in cash and in kind such as by transfer of immovable properties for the
setting up of factory and making arrangement for the office accommodation of
the new company. The valuation of such immovable properties including office
accommodation would be decided by mutual agreement between ABC and XYZ.
14.
Any disputes or differences arising in relation to this agreement, its
construction, validity, performance, breach or any other question shall be
referred to the Indian Chamber of Commerce for settlement by Arbitration or
Conciliation in Calcutta and the decision of the said Arbitrator shall be final
and binding on both the parties.
Any disputes or differences arising in relation to this agreement, its
construction, validity, performance, breach or any other question shall be
referred to the Indian Chamber of Commerce for settlement by Arbitration or
Conciliation in Calcutta and the decision of the said Arbitrator shall be final
and binding on both the parties.
15.
This agreement is made subject to obtaining approvals of the Indian Government
and other concerned authorities.
This agreement is made subject to obtaining approvals of the Indian Government
and other concerned authorities.
16.
In the event certain additions or alterations are required under this agreement
due to imposition of certain terms and conditions by Government of India or
appropriate authority granting the approval shall be incorporated in this
agreement by way of a supplemental agreement and if required the Memorandum and
Articles of Association of the new company would also be in confirmity with
such directions or approvals of the appropriate authorities.
In the event certain additions or alterations are required under this agreement
due to imposition of certain terms and conditions by Government of India or
appropriate authority granting the approval shall be incorporated in this
agreement by way of a supplemental agreement and if required the Memorandum and
Articles of Association of the new company would also be in confirmity with
such directions or approvals of the appropriate authorities.
17. IN WITNESS WHERE OF the parties
hereto have signed, sealed and delivered these presents on the day, month and
year first above-written.
hereto have signed, sealed and delivered these presents on the day, month and
year first above-written.
Signed,
sealed and delivered by
sealed and delivered by
Mr.
………………………………………
………………………………………
Pursuant to the Board
Resolution
Resolution
dated of ABC Inc Signature
in
in
__________in
the presence of:
the presence of:
1
…………………………………………
…………………………………………
2
………………………………………..
………………………………………..
Signed,
sealed and delivered bv
sealed and delivered bv
Mr.
………………………………………
………………………………………
pursuant to the Board
Resolution
Resolution
dated
………………. of XYZ Ltd.
………………. of XYZ Ltd.
Signature
in the presence of :
in the presence of :
1
………………………………………
………………………………………
2
………………………………………
………………………………………
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