However, if at a duly convened meeting of the Board, a representative of either of the Parties are not present (the “Absenting Party”), the meeting shall be adjourned by the JVC. However, in case of urgency any meeting of the Board can be held at a shorter notice with the approval of all the Directors.ĭ) Quorum for the meeting of the Board shall not be complete unless one representative of each Party is present at the meeting. ![]() The Board shall not be entitled to take any decision on the matters not provided in the agenda. There shall be attached to each notice of the meeting of the Board an agenda of the matters to be discussed and decided at the Board meeting. The meeting of the Board shall normally be held at registered office of the company, unless otherwise agreed upon by the Parties.Ĭ) At least fourteen (14) days’ prior written notice of all meetings of the Board shall be given to each of the Directors. The minimum number of meetings required to be held under the Act shall always be complied with. Each party have right to appoint Two directors.ī) Meeting of the Board shall be held at least once in a quarter. Parties shall exercise their voting rights as members of the JVC in such a way as to ensure that the said proportions shall always be maintained.Ī) The management of the JVC shall be vested in the Board of Directors consisting of Four Directors. each.Ĭ) All equity shares shall be of the same class and shall be alike in all respects and the holders thereof shall be entitled to identical rights and privileges, including without limitation, to the rights with respect to dividend, voting and the distribution of assets in the event of voluntary or involuntary liquidation, dissolution or winding up of the JVC.ĭ) Unless otherwise agreed to in writing parties that the paid up and subscribed equity share capital of the JVC in the following proportion: divided into …………….equity shares of Rs………. …….each.ī) Issued and paid-up share capital of the JVC is Rs……………. ![]() The Registered office of the JVC shall be located at…………….Ī) The authorised share capital of the JVC is Rs……………divided into …………….Equity shares of Rs. The JVC will incorporate as a Private Limited Company under Provisions of the Companies Act, 2013, (hereinafter referred to as “the Act”) and carry on its business in the name and style of “……………” or any other name as may be mutually agreed between the parties. NOW IT HAS BEEN AGREED BY AND BETWEEN THE PARTIES HEREOF AS UNDER: Whereas the Parties have entered in to a Memorandum of Understanding dated (…………) to provide for the basic terms and conditions for entering into the Agreement Whereas the Parties are interested in carrying on business jointly in the India by manufacturing and sale of complete package of computer system including inbuild software’s ( ………………. Whereas the partners of ABC have for many years been engaged in the research and development, of computer software’s, and is in possession of confidential know-how relating to the Products and possesses various patents on certain of the Products. Whereas the XYZ has …… Years’ experience in manufacture of computers hardware’s and possession some of confidential know-how relating to the manufacture and marketing of the Products and possesses various rights of intellectual property and patents on certain of the Products. ![]() XYZ Pvt Ltd a company incorporated under the Companies Act, 2013 and having its Registered Office at …………….(address), through its authorized signatory appointed by board vide board resolution dated …………… (hereinafter called “the XYZ” which expression shall include its successors, legal representatives and assigns) ĪBC, a partnership firm, formed and registered under the Indian Partnership Act, 1932, having its principal office at …………………….(address) through its authorized signatory appointed by partners dated …………… (hereinafter called “the ABC” which expression shall include its successors, legal representatives and assigns).Įach of the XYZ and the ABC are also referred to herein as a “Party” and collectively as “Parties”. This Joint Venture Agreement (the “Agreement”) is entered on the (……………….) day of………………., 20….
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