ICC Model Contract: Joint Venture
No. E780E
ISBN : 978-92-842-0479-3
payment Quick
delivery
€62,00
You need help, more information or a quote ?
Help CentreIn complex transactions, international as well as national co-operation between companies require solid and balanced terms and conditions.
ICC has prepared this Joint Venture Model Contract for use by small, medium-sized or large companies in order to provide them with a unique, balanced platform that is fair to all parties.
The model allows for a solid decision-making process, a clear allocation of participation and provision of resources, the need for swift and effective dispute resolution, and the need for complete and informed allocation of risks. It includes a USB key which contains the full text of the model and its annexes, permitting you to easily adapt the contract to your specific case. If parties have no need to draw up a special contract of their own, they can use the entire model, which has been drafted to assure balance for both sides.
Code ISBN : | 978-92-842-0479-3 |
Number of pages : | 52 |
Publishing date : | 2018 |
Language : | English |
Format in cm : | 21*29.7 |
FOREWORD
INTRODUCTION
MAIN AGREEMENT FORM
SECTION I: SPECIAL CONDITIONS
SECTION II: GENERAL CONDITIONS
1. ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1. Wording of the Agreement
2. ARTICLE 2: FORMATION OF THE JOINT VENTURE
2.1. Object and Purposes
2.2. Administrative Office
3. ARTICLE 3: FINANCIAL PLANS, CONTRIBUTIONS, PROFIT AND LOSS SHARING
3.1. Financial plans
3.2. Contributions
3.3. Warranties on Contributions
3.4. Profit and Loss Sharing and Distribution
3.5. Shared Assets
3.6. At the Termination of the Joint Venture:
4. ARTICLE 4: ORGANISATION AND DECISION MAKING
4.1. General Organisation
4.2. Steering Committee
4.3. Project Management
5. ARTICLE 5: PRINCIPLES OF JOINT OPERATION
5.1. Good Faith and Fair Dealing
5.2. Duty to Inform and Co-operate
5.3. Exclusivity
5.4. Same Regard to the Best Interests of the Joint Venture as to Individual Interests of the Joint-Venture Members
5.5. Non-payment by Employer
5.6. No Authority to Represent
5.7. Prohibition of Corruption
5.8. Compliance with Applicable Laws and Standards of Ethics
6. ARTICLE 6: PREPARATION, SUBMISSION AND ACCEPTANCE OF THE OFFER
6.1. Preparation of the Offer
6.2. Non-award of Contract
7. ARTICLE 7: SECURITIES
8. ARTICLE 8: INSURANCE
8.1. Work Insurance
8.2. Other Insurance
9. ARTICLE 9: FINANCIALS AND ACCOUNTING
9.1. Joint-Venture Account
9.2. Invoicing
9.3. Payments
9.4. Financing
9.5. Unpaid Working Capital
9.6. Accounts
10. ARTICLE 10: TAXES
10.1. Tax Obligations
10.2. Value-Added Tax
10.3. Taxation of the Joint Venture
11. ARTICLE 11: CONFIDENTIALITY
12. ARTICLE 12: LIABILITY
12.1. Liability towards the Employer and/or Third Parties
12.2. Liability towards the other Joint-Venture Members
12.3. Liability of the Joint-Venture Project Management and Limitation of Liability
12.4. Exclusion of further Claims
13. ARTICLE 13: EXPULSION
13.1. Grounds for Expulsion
13.2. Procedure of Expulsion
13.3. Continuation of the Joint Venture
13.4. Use of Property
13.5. Liability for Work Provided
13.6. Liability for Damages
13.7. Execution by Substitution
14. ARTICLE 14: DURATION AND TERMINATION
14.1. Effective Date
14.2. Causes for Termination
14.3. Consequences of Termination
15. ARTICLE 15: CLAIMS, DISPUTE RESOLUTION AND ARBITRATION
16. ARTICLE 16: CHOICE OF LAW
17. ARTICLE 17: MISCELLANEOUS
17.1. Duty to Mitigate
17.2. Assignment
17.3. Amendments
17.4. Communications in Writing
17.5. Written Form
17.6. Partial Invalidity, Omissions
17.7. Language of the Agreement, Correspondence, Documentation
17.8. Waivers
17.9. Entire Agreement
17.10. Counterparts
17.11. Announcements
17.12. Alleging Lack of Capacity
17.13. Waiver of Sovereign Immunity and Similar Privileges
17.14. Provisions to Continue
ANNEX 1: CONTRIBUTIONS
ANNEX 2: FINANCIAL PLANS
APPENDIX I: ICC ANTI-CORRUPTION CLAUSE
ICC INTERNATIONAL CONTRACTS SERIES
ABOUT THE INTERNATIONAL CHAMBER OF COMMERCE (ICC)
This model contract, one of a successful series produced by the ICC Commission on Commercial Law and Practice under the Co-chairmanship of Fabio Bortolotti (Italy) and Ercüment Erdem (Turkey), has benefited from the active participation of the following members of the Major Project Group, co-chaired by Eric Eggink (Netherlands) and Isabelle Smith Monnerville (France): Ben Beaumont (UK), Erick Castellanos (Colombia), Bettina Geisseler (Germany), Francine Gurral (France), Giovanni Leo (Italy), Linna Li (China), Jens Machoy (Germany), Galyah Natan-Epstein (Israel), Rana Obeid (UAE), Arnoud Penseel (Netherlands), Claudio Perrella (Italy), Helena Prata (Angola). Secretariat leadership was provided by Emily O’Connor, Senior Policy Executive, ICC Commission on Commercial Law and Practice, and administrative support by Florence Binta Diao.