JOINT VENTURE COMPANY AGREEMENT

This Agreement of Joint venture company is entered into and effective as of the
__21st day of MONTH , 20XX, by and between:
1. Messrs xxxxx, incorporated under the laws of xxxx Country, under
Company Registration Number xxxx and having its registered address at
xxxx and its business address at xxxx xxxx City xxxx Country
(First Party)
And
2. Messrs xxxxx, incorporated under the laws of xxxx Country, under
Company Registration Number (xxxx) and having its registered address
xxxx xxxx City xxxx Country (Second party)
Preamble:
WHEREAS the Parties have formed a Joint Venture in order to submit
response to request for information from prospective bidders who would like
to participate in the contractor selection process and if selected will carry out
the ICT Design & Construction of the ICT systems for the proposed new xxxx
Building, which is part of the xxxx expansion plan, here in refered to as the
works.
Therefore, both parties agreed to consider this preamble as a complementary
and an integral part of this Agreement and to set up a Joint venture Company
under the xxxx Country Commercial Companies Law issued by virtue of
xxxx rule as amended, under the following conditions:
Article 1: Company name:
The firm name under which the company shall conduct its business is "xxxxyyyy" (Partnership), with a capital of xxxx million USD.
Article 2: Objective of the Company:
The sole object for which this Joint Venture is established and the sole
business of the Joint Venture is to negotiate for and conclude a contract for
the execution of the Works and to carry out such Works to finality, all in
accordance with the terms of this agreement as well as future agreement with
client related to the project ICT Design & Construction of the ICT systems for
the proposed new xxxx Building / Project.
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1) Article 3: PROFITS AND LOSSES

The profits and losses of the Joint Venture shall be borne by both parties In
the proportions 50 % and 50 % respectively (hereinafter referred to as "the
Specified Proportions").
In addition to any other provisions contained in this Agreement, the functions,
duties, obligations and responsibilities of both parties under this Joint Venture
agreement and in the execution of the Works will be to provide all bridging
finance, guarantees and resources necessary to successfully carry out the
project in proportion to the specified proportions, in which proportions all
profits, losses, costs, liabilities and assets and any other responsibilities,
whether pecuniary or otherwise, shall be shared equally, as far as possible
Article 4: Capital:
a- The company capital shall be USD 1 million (divided into 100 equal
shares of USD 10,000 each, distributed between both partners as follows:
xxx - 50 % , yyy 50 %
Article 6: Period:
The operation of this Agreement shall be deemed to have commenced on the
Day of signature by both parties, and shall terminate, except in so far as the
provisions of Clauses 5 and 6 apply, upon the happening of any of the
following events, whichever shall be earlier:
Award of the Contract by the xxxx / Ministry of xxxx for the construction of
the Works to an outside party or parties,
or
In the case of contract award, at the time the contract is terminated and all
rights and obligations of the parties in connection with such contract and in
connection with this Agreement have ceased, but in no case before the
conclusion of any maintenance period in the contract and the cancellation
and/or refund of all guarantees and bonds. The Joint Venture existence shall
also be deemed to continue insofar as the Joint Venture is responsible for
latent defects under this or future contracts with client.
Article 7: Company accounts:
The company shall keep records of income and expenses and others, in
accordance with the law.
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Article 8: Increase in Capital:

The company capital may be raised by mutual agreement between the
parties hereto, by issuing new shares or converting reserve funds into
shares. In case of issuance of new shares for cash, both parties shall have
the preference right to own these shares in proportion to each partys share
of the capital.
Article 9: Profit and loss:
The companys net dividend shall be distributed to the parties after
deduction of all general expenses and other charges on the basis of each
partners share in the capital.
Article: 10: Shareholders rights: Companys fiscal year:
Each share in the capital shall entitle its owner to hold a similar share in the
profit, redeem its nominal value, share the company assets upon dissolution
and sell or deposit shares as security, hold preference shares and increase
the company capital, or have any other right under the law or the Agreement
herein.
Article 11: Shares rights and obligations:
a- The share holder shall enjoy the share rights and assume the ensuing
obligations.
b- Company funds shall not be confiscated to honour financial obligations
of one of the partners.

Article 12: Partners and shares register:

The company shall maintain - at its head office a register including the
following:
1- Partners names, addresses and nationalities.
2- Number of shares held by each partner and amounts paid.
3- Date of registration of each partner and date and method of dissociation.
4- Each concerned partner may have access to the register during official
working hours.
Article 13: Company fiscal year:

The companys fiscal year starts on 1st January and concludes on 31 st

December of each year, except for the first fiscal year, which starts on the
day the partners sign the company agreement.
Article 14:
Both parties shall be responsible for all transactions and agreements
concluded with third parties.
Article 15:
Either party shall have the right to request the other to have this Agreement
authenticated by a Notary Public.
Article 16: Transfer:
The First Party shall, at a written request by the Second Party, commit to
register the company at the Ministry of Commerce. The First Party shall also
commit to take all legal measures for the transfer operation at the Ministry of
Commerce and other government and non-government bodies.
Article 17: Company liquidation / dissolution:
a- In the event of company termination or dissolution before the
expiry date for any reason -, the partners shall undertake the
dissolution of the company, by mutual agreement. In case of
disagreement, the dissolution shall be carried out by a liquidator
chosen by both parties. In case they disagree on the liquidator, the
issue will be settled by the competent courts in xxxx country.
b- The company name shall be transferred to the First Party, while the
net revenues will go to both parties in proportion to each partners
share of the company capital.
Provisions stipulated by the xxxx country Commercial Companies Law
issued by virtue of Rule xxxx shall be applied.
Article 18: Disputes:
Any dispute, any controversy or claim arising under, out of or relating to this
Agreement shall be settled amicably, failing which the dispute will be
referred for settlement to the competent courts in xxxx country in
accordance with xxxx country Companies law.
Article 19: Cancellation:

Both partners may jointly cancel this Agreement before the expiry date - for
any legal reason as stipulated herein.
Article 20:
This agreement is made in duplicate, each party taking one (1) copy, as of
the day and year written below.
THUS DONE AND SIGNED AT . THIS
..DAY OF
.. 20.
For and behalf of:

.
AS WITNESS:
1. .

2.

THUS DONE AND SIGNED AT . THIS

..DAY OF
.. 20.
For and behalf of:

.
AS WITNESS:
1. .

2.