**JOINT VENTURE AGREEMENT** THIS JOINT VENTURE AGREEMENT ("Agreement") is made and entered into this ______ day of ________, 20______, by and between ____________ having its registered office at ____________, ("Party A") and ____________ having its registered office at ____________, ("Party B"). WHEREAS, Party A and Party B, hereinafter collectively referred to as "Parties" and individually as "Party", are desirous of forming a Joint Venture for the purpose of ____________. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: **1. DEFINITIONS AND INTERPRETATIONS** In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly. **2. FORMATION OF THE JOINT VENTURE** The Parties hereby form a joint venture under the name _________ for the purpose of ____________. **3. CONTRIBUTIONS** The Parties agree that their respective contributions to the Joint Venture shall be as set out in Schedule A. **4. DURATION OF THE JOINT VENTURE** The Joint Venture shall commence on _________ and shall continue until terminated as provided herein. **5. MANAGEMENT AND CONTROL** Management and control of the Joint Venture shall be as per Schedule B. **6. RESPONSIBILITIES OF THE PARTIES** Each Party shall perform its obligations as set out in Schedule C. **7. PROFIT AND LOSS SHARING** Profits and losses of the Joint Venture shall be shared as per Schedule D. **8. REPRESENTATIONS AND WARRANTIES** Each Party represents and warrants to the other Party as per Schedule E. **9. INDEMNIFICATION** Each Party agrees to indemnify the other as per the terms set out in Schedule F. **10. CONFIDENTIALITY** The Parties agree to maintain confidentiality as per Schedule G. **11. DISPUTE RESOLUTION** Any dispute arising out of this Agreement shall be resolved as per Schedule H. **12. TERMINATION** The Parties may terminate this Agreement under the circumstances set out in Schedule I. **13. FORCE MAJEURE** Neither Party shall be liable for failure to perform its obligations if such failure is as a result of Acts of God, War, etc. as per Schedule J. **14. AMENDMENTS** No amendment of this Agreement shall be valid unless it is in writing and signed by both Parties. **15. NOTICES** Any notice required to be given under this Agreement shall be in writing and sent to the address of the recipient set out in this Agreement. **16. GOVERNING LAW AND JURISDICTION** This Agreement shall be governed by and interpreted in accordance with the laws of India and the Parties submit to the exclusive jurisdiction of the courts of _________. **17. ENTIRE AGREEMENT** This Agreement contains the entire agreement between the Parties and supersedes all prior agreements, understandings, and arrangements. **18. SEVERABILITY** If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed severed and the remainder of this Agreement shall continue in full force and effect. **19. WAIVER** No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver of that right. **20. ASSIGNMENT** Neither Party may assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do any of these things, without the prior written consent of the other Party. **21. COUNTERPARTS** This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original. **22. RELATIONSHIP OF THE PARTIES** Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the Parties. **23. NO THIRD-PARTY BENEFICIARIES** This Agreement is for the benefit of the Parties and is not intended to benefit any third party or be enforceable by any third party. **24. EXPENSES** Each Party shall pay its own costs and expenses in relation to the negotiation, preparation, execution, and implementation by it of this Agreement. **25. BINDING EFFECT** This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors, and permitted assigns. **26. INSURANCE** Each Party shall maintain adequate insurance coverage for its respective obligations under this Agreement. **27. COMPLIANCE WITH LAWS** Each Party shall comply with all applicable laws, rules, and regulations in performing its obligations under this Agreement. **28. REMEDIES** The rights and remedies provided under this Agreement are cumulative and are in addition to any other rights and remedies available to the Parties. **29. PUBLICITY** Neither Party shall make any public announcement relating to the subject matter of this Agreement without the prior written approval of the other Party. **30. INDEPENDENT LEGAL ADVICE** Each Party acknowledges that it has had the opportunity to seek independent legal advice before entering into this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. ______________________ ______________________ Name of Party A Name of Party B Authorized Signatory Authorized Signatory **SCHEDULES** Schedule A – Contributions Schedule B – Management and Control Schedule C – Responsibilities Schedule D – Profit and Loss Sharing Schedule E – Representations and Warranties Schedule F – Indemnification Schedule G – Confidentiality Schedule H – Dispute Resolution Schedule I – Termination Schedule J – Force Majeure