JVCA Agreement (DRAFT)

This Agreement (the “Agreement”) for formation of a Joint Venture, Consortium or

Association (the “JVCA”) is made and entered into on the ____th day of ________.

Between

(A) ____________________, a company incorporated in the [COUNTRY] having its

head office located at [ADDRESS OF THE HEADQUARTERS]; and

(B) ____________________, a company incorporated in the [COUNTRY] having its

head office located at [ADDRESS OF THE HEADQUARTERS].

Whereas all the parties to this Agreement upon mutual consultation among themselves
as members have agreed to form a Joint Venture, Consortium or Association (JVCA) to
jointly participate in submission of Expression of Interest for short-listing of firms and
subsequent bidding for the project entitled “[NAME OF THE PROJECT]” (the “Project”)
advertised by the [AUTHORITY], Government of the People’s Republic of Bangladesh (the
“Client”) vide memo no. [MEMO NO & DATE OF PUBLICATION OF THE EOI].

Whereas each member of the JVCA has taken the necessary steps and approval of it’s
respective Board of Directors to form this JVCA; and

Whereas the aforesaid parties have agreed to combine and pool their individual
knowledge and experience necessary for execution of the Project with a view to meet
the qualification criteria as a firm, bidding for and executing the Project successfully and
timely.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein

contained, the aforesaid parties hereby agree as follows:

1. Interpretation of the JVCA

In this Agreement, unless the context otherwise requires, the capitalized terms
contained in this Agreement shall have the meanings set out herein.

2. Name of the JVCA and Address

The JVCA shall be named as [NAME OF THE JVCA]. The address of the JVCA shall be at
[ADDRESS FOR COMMUNICATION].
3. Term of the Agreement

The Agreement shall become effective from the date of signing mentioned in the first
page and shall expire at (a) the successful completion of the project, or (b) the date
when the client informs that the JVCA has failed to be short-listed as a bidder, which
comes earlier.

4. Lead Firm

All parties to the Agreement unaniAgreementsly nominate [NAME OF LEAD FIRM] as the
Lead Firm of the JVCA.

5. Management of the JVCA

The JVCA shall be managed by [NAME OF PARTY]. All communication and

correspondence with the Client on behalf of the JVCA shall be on the letterhead of
[NAME OF THE PARTY] signed by its MD/CEO or an authorized representative.

6. Authorized Signatory for Pre-qualification Statements and Proposal

[NAME OF AUTHORIZED SIGNATORY] is authorized on the behalf of the JVCA to sign the
Pre-qualification Statements and the Proposal.

7. Financial Transactions

All financial transactions on behalf of the JVCA shall be from the accounts of the [NAME
OF THE PARTY]. or the parties may operate a separate bank account in the name of the
JVCA, in such case, the [NAME OF THE PARTY]. will operate the bank account so
installed.

8. Liabilities and Responsibilities of each Member

(a) Each member of the JVCA shall be jointly and severally responsible for
and liable to Client for any act of any member in relation to the Project.

(b) Each member of the JVCA shall be jointly and severally liable to meet any
performance obligation of the JVCA.

(c) The remaining members of the JVCA shall be liable to perform the
activities assigned to the JVCA in case any member wishes to leave the JVCA.

(d) Each member of the JVCA shall be jointly and severally liable to fulfill any
obligations as per the laws of Bangladesh.

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9. Representation

Each member of the JVCA represents that by singing this Agreement, they have not
breached any provision(s) of their Articles and Memorandum of Association or any other
obligation under any agreement.

10. Limit of the JVCA

The activities of the JVCA shall be confined to the pre-qualifying and bidding for the
Project, setup project office(s) in Bangladesh, finance the project office(s) for performing
the contract executed with the Client and other governmental authorities in Bangladesh,
if any.

11. Representatives of JVCA Members

Each member of the JVCA appoints the following person as the representative of the
respective company, with full and complete authority and power to represent the
company.

JVCA Member / JV Partner Name Designation

1.

2.

Each member shall reserve the right to change the above representative at any time as
per the decisions taken in the individual Board of Directors of the Member’s company.

12. Assignment

Any member of the JVCA shall not have the power or the authority to assign their rights
or delegate their duties under this Agreement to any other person or organization and
such assignment or delegation shall be null and void unless consenting to in writing by
the other members.

13. Settlement of Disputes

Each members of the JVCA irrevocably and unconditionally agrees that any disputes
arising out of non-compliance with this agreement, which cannot be amicably resolved
by the members of the JVCA, will be resolved by a binding arbitration in Singapore. The
parties agreed that arbitration shall be the exclusive and highest forum for resolving all
disputes or differences that may arise between the parties.

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Each party will bear their own costs for legal representation at any such arbitration. The
cost of the arbitrator and court reporter, if any, shall be shared equally by the parties

14. Confidentiality

All the members undertake hereby to keep and maintain or caused to be kept or
maintained faithfully the professional secret of efficiency or skill of each other without
divulging the same to the outsider.

15. Amendment

No change, amendment or modification of the Agreement shall be valid unless signed by

all members of the JVCA. This Agreement fully and completely expresses the
understanding of the parties as to the matters contained here-in-above.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their Managing Directors/CEO as of on the date first written above.

For and on behalf of For and on behalf of

[COMPANY] [COMPANY]
[ADDRESS] [ADDRESS]

___________________ ________________________

DATE AND PLACE OF EXECUTION: [date], [place].

Witnesses:

1.

2.

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