“**JOINT VENTURE AGREEMENT** THIS AGREEMENT is made this ____ day of ________, 20____, by and between ________________, a company incorporated under the laws of ________________, with its registered office at ________________, hereinafter referred to as “”Party A”” and ________________, a company incorporated under the laws of ________________, with its registered office at ________________, hereinafter referred to as “”Party B””. Each a “”Party”” and collectively, the “”Parties””. **1. DEFINITIONS AND INTERPRETATION** 1.1 “”Agreement”” means this Joint Venture Agreement and any amendments thereto. 1.2 “”Business”” refers to the joint venture business described in Clause 3. 1.3 Other defined terms have the meanings set out in the relevant clauses of this Agreement. **2. FORMATION OF JOINT VENTURE** 2.1 The Parties agree to form a joint venture for the purpose of the Business. **3. NATURE AND SCOPE OF BUSINESS** 3.1 The nature and scope of the Business is ________. **4. DURATION OF THE JOINT VENTURE** 4.1 This Agreement commences on the date of this Agreement and continues until terminated under Clause 18. **5. CAPITAL CONTRIBUTIONS** 5.1 The Parties will contribute capital to the Business in the proportions and at the times set out in Schedule 1. **6. PROFITS AND LOSSES** 6.1 The profits and losses of the Business will be shared by the Parties in proportion to their respective capital contributions. **7. MANAGEMENT** 7.1 The management of the Business will be undertaken in accordance with Schedule 2. **8. ACCOUNTS** 8.1 The accounts of the Business will be prepared and audited as provided in Schedule 3. **9. CONFIDENTIALITY** 9.1 Each Party must keep confidential any information received from the other Party in connection with this Agreement. **10. INTELLECTUAL PROPERTY** 10.1 Any intellectual property created in the course of the Business will be owned as set out in Schedule 4. **11. INDEMNITY** 11.1 Each Party will indemnify the other Party against any loss or damage arising from its breach of this Agreement. **12. FORCE MAJEURE** 12.1 Neither Party will be liable for failure to perform its obligations under this Agreement if such failure is caused by an event beyond its reasonable control. **13. DISPUTE RESOLUTION** 13.1 Any dispute arising out of or in connection with this Agreement will be resolved in accordance with the dispute resolution procedure set out in Schedule 5. **14. NOTICES** 14.1 Notices under this Agreement must be in writing and sent to the address specified in this Agreement. **15. ASSIGNMENT** 15.1 Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. **16. ENTIRE AGREEMENT** 16.1 This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements and understandings relating to its subject matter. **17. AMENDMENTS** 17.1 This Agreement may only be amended by written agreement of the Parties. **18. TERMINATION** 18.1 This Agreement may be terminated in accordance with the provisions of Schedule 6. **19. GOVERNING LAW AND JURISDICTION** 19.1 This Agreement is governed by the laws of India and the Parties submit to the exclusive jurisdiction of the courts of India. **20. SEVERABILITY** 20.1 If any provision of this Agreement is found to be invalid or unenforceable, that provision will be severed and the remainder of this Agreement will continue in full force and effect. **21. WAIVER** 21.1 No waiver of any breach of this Agreement will be deemed a waiver of any subsequent breach. IN WITNESS WHEREOF, the Parties have executed this Joint Venture Agreement as of the date first above written. __________________________ __________________________ Party A Party B Witness: ________ Witness: ________ Name: ________ Name: ________ Date: ________ Date: ________”