Sample Joint Venture Investment Agreement
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Joint Venture Agreement
by bangkoklawonline.com
This JOINT VENTURE INVESTMENT AGREEMENT ("Agreement") is made on this day of 2010 between:
(1) Mr ________________ of __ Moo _, Tambon ____, ______, _______________ Thailand a Thai National and holder of Identification Card No.________ (hereinafter referred to as “The First Joint Venture Partner”)
(2) Mr ________________ of __ Moo -, Thambon ____, ______, _______ _______ Thailand a Thai National and holder of Identification Card No _________ _ (hereinafter referred to as “The Second Joint Venture Partner”)
(3) Mr ________________ of __ Moo -, Thambon ____, ______, _______ _______ Thailand a Thai National and holder of Identification Card No _________ _ (hereinafter referred to as “The Third Joint Venture Partner”)
WHEREAS, the aforementioned parties hereinafter referred to as (‘The Joint Venture Partners’) have agreed to enter into an agreement and make contributions to a common fund for the purpose of developing a piece of land and constructing a commercial office building thereon, managing the said building and leasing the space therein for commercial rents to local businesses (the ‘Joint Venture’)
1. INTERPRETATION
‘Land’ means __ Ngan and __ Talang Wah of land registered under Title Deed Number _, Book Number __, Survey Number ___ and Page Number __ owned jointly by the First and Second Joint Venture Partners
‘Valuation’ means a valuation of the Land as carried out by an independent valuer as instructed by the Third Joint Venture Partner
‘Preliminary Costs’ means the costs referred to in Appendix ‘A’ hereto
‘Finance’ means the funds required for the Joint Venture which will be obtained from a recognized lending institution in Thailand
‘Planning Permission’ means the grant of permission from the relevant authorities in _____, Thailand to construct the commercial building according to the plans submitted by the Joint Venture
‘Common Fund’ means the funds contributed to the Joint Venture by Joint Venture Partners to the Agreement
‘Tax Office’ means the Revenue Department of Thailand
NOW, THEREFORE, it is agreed as follows
2. PURPOSE
The Joint Venture Partners form this Joint Venture in compliance with the Memorandum of Understanding signed by the parties on ______ 2010
3. CONTRIBUTIONS BANGKOK LAW ONLINE SAMPLE CONTRACT http://www.bangkoklawonline.com
3.1 Each of the Joint Venture Partners, for the purpose of the Joint Venture, contributes the asset or sum set out below:
Name of Joint Venture Partners Contribution
3.1.1 Mr. ____________ 50% share of the Land
3.1.2 Mr. ____________ 50% share of the Land
3.1.3 Mr _____________ Cash equivalent to 50% of the value of the Land.
3.2 The capital contribution as detailed in sub-clause 3.1.3 above shall be paid by the Third Joint Venture Partner detailed in sub-clause 3.1.3 above in two instalments as follows:
3.2.1 100% of the Preliminary Costs on the date of execution of this Agreement;
3.2.2 cash equivalent to 50% of the value of the Land less any sums paid pursuant to sub-clause 3.2.1 above upon the grant of Planning Permission and/or the grant of Finance for the Joint Venture by an approved lending institution.
3.3 All cash contributions outlined in sub-clause 3.1.1 to 3.1.3 above, or in the case of an asset the value of that asset, shall be paid into a separate Joint Venture Capital Account held in the names of the Joint Venture Partners at the ____ Branch of ____ Bank. Any further capital contributions shall be deposited and held in this separate Joint Venture Capital Account.
3.4 The Joint Venture Partners shall each have an Income Account in their own name and each Joint Venture Partner’s share of the net profits and losses of the Joint Venture shall be attributed to such account less any distributions or withdrawals made by the Joint Venture Partners. No capital contributions as set out in sub-clause 3.1.1 to 3.1.3 shall be credited to the Joint Venture Partner’s Income Accounts.
3.5 For all purposes of this Agreement, the Joint Venture’s Capital Account and each Joint Venture Partner’s Income Account shall be computed in accordance with generally accepted accounting principles, consistently applied, and each Joint Venture Partner Income Account, as reflected on the Joint Venture government income tax return as at the end of any year, shall be deemed conclusively correct for all purposes, unless an objection in writing is made by any of the parties and delivered to the accountant or accounting firm preparing the income tax return within one (1) year after the same has been filed with the Tax Office. If an objection is so filed, the validity of the objection shall be conclusively determined by an independent certified public accountant or accounting firm mutually acceptable to the Joint Venture Partners.
4. PRELIMINARY COSTS
4.1 The Preliminary Costs shall be met, subject to sub-clause 4.2 below, by the Third Joint Venture Partner and will be deducted from the Joint Venture Capital Account as detailed in sub-clause 3.3 above.
4.2 Any shortfall in funds held in the Joint Venture Capital Account to meet the Preliminary Costs will be the joint responsibility of all the Joint Venture Partners and be paid out of the Joint Venture Partner’s individual Income Accounts, or met in equal proportions by all Joint Venture Partners.
4.3 If the Joint Venture does not obtain Planning Permission and/or Finance and is therefore unable to proceed with its project, the Preliminary Costs will be the joint responsibility of the Joint Venture Partners and shall be met equally by them.
5. PROFIT AND LOSS
5.1 ...... Order this joint venture agreement template as a sample document for 3,700 THB or as a customized document for 8,600 THB ........... ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...;
5.2 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...;
5.3 Any and all tax credits and/or deductions to which the Joint Venture shall become entitled shall be allocated equally between the Joint Venture Partners.
6. MANAGEMENT DUTIES AND RESTRICTIONS
6.1 The Third Venture Partner shall have power, authority and control over all business, financial, and legal matters in connection with the Joint Venture. All subsidiary and ancillary rights thereto and all exploitation thereof including, without limitation, decisions regarding the budget or any other management decisions shall be made solely by the Third Venture Partner. It is further agreed that the Third Venture Partner shall have the right to legally bind the Joint Venture to commitments or contractual arrangements with another party on behalf of the Joint Venture without the express written consent and signature of the other Joint Venture Partners.
6.2 No Joint Venture Partner, without the written consent of all of the other Joint Venture Partners, shall borrow or lend money, or make, deliver, or accept any commercial paper, or execute any mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or sell or contract to sell any property or Land for or of the Joint Venture other than the type of material goods bought and sold in the regular course of its business.
7. SALARIES AND DRAWINGS
7.1 The Third Venture Partner shall be entitled to receive a Management Fee of _____ THB per month for his project management services and such fees shall become payable by the Joint Venture out of the Joint Venture Capital Account on the first day of the proceeding calendar month after the Third Venture Partner makes his first instalment of his capital contribution as referred to in sub-clause 3.2.1 above.
7.2 All withdrawals from the Capital Account are to be made upon cheques signed by at least two Joint Venture Partners.
7.3 Each Joint Venture Partner may, from time to time, withdraw the credit balance from their own Income Account.
8. BANKING
All funds and capital contributions of the Joint Venture shall be deposited in the Capital Account of the Joint Venture. All profits of the Joint Venture and proceeds of sale of any Joint Venture asset shall be distributed between the Joint Venture Partners and deposited in each Joint Venture Partner’s Income Account in the proportion of each Joint Venture Partner’s capital contribution.
9. EXCLUSIVITY
None of the Joint Venture Partners shall be exclusive to the Joint Venture and each Joint Venture Partner may engage in other business activities involving property, development of property and renting of property.
10. OPPORTUNITIES AND CONFLICTS OF INTEREST
10.1 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...
10.2 No Joint Venture Partner shall be obligated to offer any investment or business opportunities to the other Joint Venture Partners or to the Joint Venture. Any Joint Venture Partner may invest or otherwise participate in such opportunities without notice to the Joint Venture or to the other Joint Venture Partners, without affording the Joint Venture or the other Joint Venture Partners an opportunity of participating in the same and without any liability whatsoever to the Joint Venture or to any other Partner. Each Joint Venture Partner hereby waives any right he may have against the other Joint Venture Partners for capitalising on information learned as a consequence of his connection with the affairs of the Joint Venture.
11. TERMINATION
11.1 The Joint Venture shall be dissolved and terminated and its business wound up upon the first to occur of the following:
(i) __;
(ii) __;
(ii) __; (copyrights 2010 http://www.bangkoklawonline.com)
(iv) __.
(v) __.
11.2 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...;
11.3 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...;
11.4 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...;
11.5 ................. ................................. .......... .................... .................................. ............................. ......................... ..... ............. ............. .... ........................ ... ..................... ...... ....................... ..................... .. ....... .. .. ...... .............. ...;:
(i) To pay or provide for the payment of all Joint Venture liabilities and liquidating expenses and obligations;
(ii) To equalise the Joint Venture Partners’ income accounts.
12. DISTRIBUTION OF GAIN OR LOSS DURING DISSOLUTION
Any gain or loss arising out of the disposition of assets of the Joint Venture during the course of dissolution shall be borne by the Joint Venture Partners in the same proportions as their capital contribution pursuant to sub-clause 3.1.1 to 3.1.3 above or as such gain or loss was shared by the Joint Venture Partners hereunder immediately prior to the dissolution.
13. DEATH
13.1 Upon the death of any Joint Venture Partner, the surviving Joint Venture Partners shall have the right of pre-emption to either purchase the deceased’s Joint Venture Partner’s interest in the Joint Venture or to terminate and liquidate the Joint Venture business. If the surviving Joint Venture Partners elect to purchase the deceased’s Joint Venture Partner’s interest, they shall, within 3 months of the date of the death, serve notice in writing of such election upon the executor or administrator of the estate of the deceased Joint Venture Partner, or, if at the time of such election no legal representative has been appointed, upon any one of the known legal heirs of the deceased Joint Venture Partner at the last-known address of such heir.
13.2 If either or all of the surviving Joint Venture Partners elect to purchase the interest of the deceased Joint Venture Partner in the Joint Venture, the purchase price shall be equal to the deceased Joint Venture Partner’s capital contribution as at the date of his death plus the total sum of the deceased Joint Venture Partner’s income account as at the end of the prior fiscal year, increased by his share of Joint Venture profits or decreased by his share of losses for the period from the beginning of the fiscal year in which his death occurred until the end of the calendar month in which his death occurred, and decreased by withdrawals charged to his income account during such period. No allowance shall be made for goodwill, trade name, patents, or other intangible assets, except as those assets have been reflected on the Joint Venture books immediately prior to the Joint Venture Partner’s death; but the survivors shall nevertheless be entitled to use the trade name of the Joint Venture.
13.3 Except as herein otherwise stated, the procedure as to liquidation and distribution of the assets of the Joint Venture business upon the death of another Joint Venture Partner shall be the same as stated in Clause 11 above.
14. NOTICE
Any notice to be given hereunder shall be given in writing and delivered personally or by registered or certified mail, postage prepaid, or telefax as follows or at other such addresses or contact numbers as the Joint Venture Partners may have notified in writing to each other.
If to the First Joint Venture Partner:
Name: Mr __________________________
If to the Second Joint Venture Partner:
Name: Mr __________________________
If to the Third Joint Venture Partner:
Name: Mr __________________________
15 ENTIRE AGREEMENT
This agreement constitutes the entire understanding and agreement between the Joint Venture Partners and supersedes any and all prior or contemporaneous, oral or written, representations, communications, understandings and agreement between the Joint Venture Partners with respect to the subject matter hereof.
16. AMENDMENTS
No amendment or change or addition in this Agreement and/or the attachments hereto shall be effective or binding on any of the Joint Venture Partners hereto unless set forth in writing and executed by each of the Joint Venture Partners hereto.
17. ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, there pertaining, of the Thai Arbitration Institute, Ministry of Justice, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrators shall apply the substantive laws of Thailand. The place of arbitral proceedings shall be Bangkok, Thailand and the language of such proceedings shall be English. Any notice or request required or permitted to be given or made under this Arbitration Clause shall be made in writing in English and shall be delivered to the parties. The parties also hereby waive any right to appeal or review of the award by any court on any ground whatsoever. In addition, the parties undertake to carry out without delay any arbitral award or decision to enforce by any court or tribunal having jurisdiction.
18. GOVERNING LAW
This Agreement and the rights of the Joint Venture under this Agreement shall be governed by the laws of Thailand.
19. GENERAL
19.1 The headings of Clauses are for reference only and will not affect the intention of the parties of the Agreement.
19.2 The English language shall control the interpretation and construction of this Agreement and shall be used in all correspondences and notices between the parties.
19.3 If a provision of this Agreement is prohibited, or adjudged unenforceable in any jurisdiction it shall be ineffective only to the extent of such prohibition or unenforceability, and it shall not invalidate the remaining provisions of the agreement or affect the validity or enforceability of such provisions in any other jurisdiction.
IN WITNESS WHEREOF the Joint Venture Partners have signed and sealed this Agreement:
_________________________________________________ ___________________
Signature of the First Joint Venture Partner Date
_________________________________________________
Printed name of the First Joint Venture Partner
_________________________________________________ ___________________
Signature of the Second Joint Venture Partner Date
_________________________________________________
Printed name of the Second Joint Venture Partner
_________________________________________________ ___________________
Signature of the Third Joint Venture Partner Date
_________________________________________________
Printed name of the Third Joint Venture Partner
APPENDIX A
http://www.bangkoklawonline.com (c) 2010
SCHEDULE 1 – PRELIMINARY COSTS
Legal Fees
Bangkok Law Online Legal Fees in:
(1) Preparing this Joint Venture Agreement _____ THB
(2) Setting up a Company for the Joint Venture _____ THB
SCHEDULE 2
SCHEDULE 3