Tài liệu Joint venture contract pdf

Revised JV contract DATED _____, ___ JOINT VENTURE CONTRACT between A COMPANY and B COMPANY TABLE OF CONTENT CHAPTER I - GENERAL 4 ARTICLE 1: DEFINITIONS 5 ARTICLE 2: AGREEMENT TO CONVERSION OF THE COMPANY 6 ARTICLE 3: NAME AND ADDRESS OF THE COMPANY 6 ARTICLE 4: LIMITED LIABILITY AND JURIDICAL STATUS OF THE COMPANY 6 ARTICLE 5: CHARTER 7 ARTICLE 6: EFFECTIVE DATE 7 CHAPTER II - OBJECTIVES AND SCOPE OF ACTIVITY OF THE COMPANY. 7 ARTICLE 7: OBJECTIVES AND SCOPE OF BUSINESS OF THE COMPANY 7 ARTICLE 8: PROJECT IMPLEMENTATION SCHEDULE 7 CHAPTER III - CAPITAL OF THE COMPANY 8 ARTICLE 9: CAPITAL OF THE COMPANY 8 ARTICLE 10: REDUCTION, INCREASE OF THE CHARTER CAPITAL 8 ARTICLE 11: ASSIGNMENT OF SHARES 9 CHAPTER IV - RESPONSIBILITIES OF EACH PARTY 9 ARTICLE 12: RIGHTS AND OBLIGATIONS OF THE COMPANY 9 ARTICLE 13: RESPONSIBILITIES OF THE PARTIES 9 ARTICLE 14: WARRANTS AND REPRESENTATIONS OF THE PARTIES 11 CHAPTER V - FINANCE OF THE COMPANY 11 ARTICLE 15: FINANCIAL OBLIGATIONS 11 ARTICLE 16: DIVISION OF PROFITS 11 ARTICLE 17: TAX OBLIGATIONS 11 ARTICLE 18: FOREIGN EXCHANGE 12 ARTICLE 19: BANK ACCOUNT 12 ARTICLE 20: INSURANCE 12 CHAPTER VI - ACCOUNTING AND STATISTICS 12 ARTICLE 21: ACCOUNTING AND STATISTICS 12 ARTICLE 22: AUDIT 13 ARTICLE 23: FISCAL YEAR 13 CHAPTER VII - MEMBERS’ COUNCIL, MANAGEMENT AND STAFF 13 ARTICLE 24: MEMBERS’ COUNCIL 13 ARTICLE 25: MANAGEMENT OFFICE 14 ARTICLE 26: RECRUITMENT OF PERSONNEL 15 CHAPTER VIII - DISSOLUTION, LIQUIDATION OF THE COMPANY, AND TERMINATION OF THE JV CONTRACT 15 ARTICLE 27: DISSOLUTION OF THE COMPANY 15 ACTICLE 28: LIQUIDATION OF THE COMPANY 15 ARTICLE 29: TERMINATION OF THE JV CONTRACT 15 CHAPTER IX - OTHER PROVISIONS 16 Joint Venture Contract. Page 2 ARTICLE 30: CLAIMS FOR DAMAGES 16 ARTICLE 31: SETTLEMENT OF DISPUTES 16 ARTICLE 32: FORCE MAJEURE 17 ARTICLE 33: CONFIDENTIALITY 17 ARTICLE 34: CIRCUMSTANCES NOT STIPULATED IN THE JV CONTRACT AND IN THE CHARTER 17 ARTICLE 35: NO WAIVER 18 ARTICLE 36: LANGUAGE OF THE JV CONTRACT 18 ARTICLE 37: AMENDMENTS AND MODIFICATIONS OF THE JV CONTRACT 18 ARTICLE 38: GOVERNING LAWS 18 ARTICLE 39: SEVERABILITY 18 ARTICLE 40: NOTICES 19 19 ARTICLE 41: HEADINGS 19 ARTICLE 42: SIGNING 19 Joint Venture Contract. Page 3 JOINT VENTURE CONTRACT BASED ON: 1) Law on Investment, passed by National Assembly of Vietnam on 29 November 2005; 2) Decree No. 108/2006/ND-CP dated 22 September 2006 guiding a number of articles of Law on Investment; 3) Other relevant laws and regulations. This Joint Venture Contract is made and signed on this day of 30 March 2007 in Vietnam by and between the following Parties: A. THE VIETNAMESE PARTY Company Name: A Company Head Office: [____] Telephone: [____] Authorized Representative: [____] Title: [____] Nationality: [____] ID No.: [____]. (Hereinafter referred to as the “Vietnamese Party”) B. THE FOREIGN PARTY Company Name: B Company Head Office: [____] Telephone: [____] Facsimile: [____] E-mail: [____] Authorised Representative: [____] Title: [____] Nationality: [____] Passport No.: [____] (Hereinafter referred to as the “Foreign Party”). The Parties hereto have mutually agreed to sign this Joint Venture Contract (Hereinafter referred to as the “JV Contract”) with the terms and conditions hereunder set forth: CHAPTER I - GENERAL Joint Venture Contract. Page 4 ARTICLE 1: DEFINITIONS In this JV Contract, the following words and terms shall have the meanings as ascribed to them hereinafter: 1.1 ''Members’ Council” shall mean the Members’ Council of Company as defined in Article 24 hereinafter. 1.2 “Charter” shall mean the charter of Company to be executed by the Vietnamese Party and the Foreign Party in accordance with this JV Contract. 1.3 ''Dong” shall mean the lawful currency of Vietnam. 1.4 “Feasibility Study” means the written analysis of the feasibility of the Project prepared by the Parties and attached to the Investment License Application. 1.5 “Foreign Party” shall mean B Company. “Vietnamese Party” shall mean A Company. 1.6 “Parties” shall mean the Vietnamese Party and the Foreign Party collectively; and “Party” shall mean either of the Vietnamese Party or the Foreign Party, as the context requires. 1.7 “Investment Licence” shall mean the investment license issued by the Licensing Authority or a competent authority in Vietnam for the establishment and the operation of Company. 1.8 “Investment Certificate” shall mean the investment certificate issued by the Certificate Issuing Authority for approval on the re-registration of the Company. 1.9 “JV Contract” shall mean this Joint Venture Contract concluded by the Parties for the purpose of establishing Company and all annexes, agreements, schedules and documents attached hereto. 1.10 “Laws of Vietnam” shall mean relevant laws, regulations and any other legal writings of the Socialist Republic of Vietnam as amended or re-enacted from time to time. 1.11 “Licensing Authority” shall mean Hanoi People’s Committee and/ or a competent authority of Vietnam, which is responsible for the approval and issuance of the Investment License within its authority under the Laws of Vietnam. 1.12 “Certificate Issuing Authority” shall mean Department of Investment and Planning or any competent authority of Vietnam, which is responsible for issuance of the Investment Certificate within its authority under the Laws of Vietnam. 1.13 “Project” shall mean the project on “production, manipulation, processing and sale of high quality fashion jewellery” which are jointly carried out by the Parties. Joint Venture Contract. Page 5 1.14 “Total Investment Capital” shall mean the capital to be employed by Company for implementation of the Project, comprising of its fixed and working capital, including loans necessary for its operations. 1.15 “Loan Capital” shall mean the loan capital specified in Article 9 hereof. 1.16 “Charter Capital” shall mean the charter capital specified in Article 9 hereof. 1.17 ''USD'' shall mean the lawful currency of the United States. 1.18 “Vietnam” shall mean the Socialist Republic of Vietnam. ARTICLE 2: AGREEMENT TO CONVERSION OF THE COMPANY The Parties, in accordance with the applicable laws, hereby agree to re-register the existing joint venture company. Accordingly, the Company shall be conversed into a limited liability company having two members or more. ARTICLE 3: NAME AND ADDRESS OF THE COMPANY 3.1 The name of Company in Vietnamese is “X Company”. The name of Company in English is “X Company”. The transaction name of Company is “X”. 3.2 The legal address of Company’s office and workshop will be at _____. 3.3 The Company shall be entitled to open branch(s) and/ or representative office(s) in the provinces and cities in Vietnam, subject to the considerations of Company, with the approval of the Members’ Council, the Certificate Issuing Authority or other competent authorities of Vietnam under the laws. 3.4 The Company may, upon the decision of the Members’ Council, change its head office or any branch office and establish branch offices or other places of business in Vietnam or elsewhere. ARTICLE 4: LIMITED LIABILITY AND JURIDICAL STATUS OF THE COMPANY 4.1 The Company is a limited liability company having the juridical person status, under the Laws of Vietnam with the effect from the date of the Investment Certificate. During the course of its operation, Company shall observe with the Laws of Vietnam, the provisions of the JV Contract, the Charter and the Investment Certificate. All activities of Company and the respective interests of the Parties shall be protected by the Laws of Vietnam. 4.2 The Parties shall not be liable for any debts or obligations of Company except: Joint Venture Contract. Page 6 a) Only up to the amount of its respective subscribed contributions in the Charter Capital of Company as required from time to time in accordance with this JV Contract and shall have no liability to Company or to any third party; or b) For any other debts or obligations as are expressly assumed by the Parties under this JV Contract. 4.3 Subject to the foregoing limitation of liabilities, the Parties shall share the profits, losses and risks in the ratio of Foreign Party is ___percent (__%) and Vietnamese Party is ____ percent (__%). ARTICLE 5: CHARTER The Company has its Charter in order to enable its legal conduct of operation. If any discrepancy is found between this JV Contract and the Charter, then the provisions in this JV Contract shall prevail and the Parties shall take all appropriate actions to have the Charter amended so that it is consistent with this JV Contract. If mandatory law or regulation prohibits amendment of the Charter, the Parties agree that the Charter shall to the greatest extent possible and permitted by law be construed in accordance with the JV Contract and the Parties’ intentions, alternatively the Parties shall take all appropriate actions to reach an alternative solution, which is in accordance with the JV Contract and the Parties’ intentions. ARTICLE 6: EFFECTIVE DATE 6.1 This JV Contract shall become effective upon the date of execution as first written above and replace all and any previous documents on the same subject issue. 6.1 This JV Contract shall remain in force and effect until the expiration of the project term or earlier termination thereof by the Parties in accordance with the terms and conditions hereof and the laws of Vietnam. CHAPTER II - OBJECTIVES AND SCOPE OF ACTIVITY OF THE COMPANY ARTICLE 7: OBJECTIVES AND SCOPE OF BUSINESS OF THE COMPANY 7.1 The Parties agree to establish Company for a profitable business, strengthening of market position and improvement of competitiveness. The objectives and scope of business of Company are _____. 7.2 The objectives and scope as set out in Article 7.1 are subject to the terms and conditions of this JV Contract and the Charter. ARTICLE 8: PROJECT IMPLEMENTATION SCHEDULE 8.1 The Parties shall unanimously agree to apply to the Certificate Issuing Authority for the term of ____ years for the project commencing from date of the Investment Licence. This term can be extended in the future, subject to the agreement of the Parties and the approval of Certificate Issuing Authority. Joint Venture Contract. Page 7 8.2 The concrete Project implementation schedule shall be prepared and agreed upon by the Parties, and implemented in a prompt and appropriate manner to serve Company’s benefits and purposes in accordance with this JV Contract and the Charter. CHAPTER III - CAPITAL OF THE COMPANY ARTICLE 9: CAPITAL OF THE COMPANY 9.1 Total Investment Capital The Total Investment Capital of the Project shall be USD ____ (_____US Dollars). 9.2 Charter Capital of Company The Charter Capital of Company shall be USD ____ (_____US Dollars). 9.3 Contributions of the Parties Foreign party shall contribute USD ____ (____ US Dollars) which is equal to ____ percent (__%) of the Charter Capital in the form of cash, machinery and equipment. Vietnamese party shall contribute USD ____ (____ US Dollars) which is equal to ____ percent (__%) of the Charter Capital in the form of cash, machinery and equipment. 9.4 Loan Capital During process of activities, the Company may be obtain loans, borrowings or other means of financing from the Parties, bank or other credit or financial institutions in Vietnam or abroad, in compliance with the procedures as required by the Laws of Vietnam, as contribution to the Total Investment Capital to meet operational demands of Company. ARTICLE 10: REDUCTION, INCREASE OF THE CHARTER CAPITAL 10.1 During the process of its operation, Company shall not be entitled to reduce the amount of its Charter Capital. Any increase in the Charter Capital of Company shall require the unanimous approval of the Members’ Council and shall be submitted to the Certificate Issuing Authority for approval. 10.2 In case where it is necessary to increase the Charter Capital of the Company, the Members’ Council shall consider increasing the Charter Capital by reinvestment of the earned profits of Company or by calling for new capital contribution from the Parties or by calling a third party to joint into the Company. Any increase charter capital must be subject to the unanimous consent of the Members’ Council and approval of the Certificate Issuing Authority. Joint Venture Contract. Page 8 ARTICLE 11: ASSIGNMENT OF SHARES 11.1 Notwithstanding the provisions of this Agreement, both Parties undertake that the Vietnamese Party shall transfer all its remaining capital contributed in Company to the Foreign Party within ___ years from the date of this Agreement without any payment of the Foreign Party and arrange for all execution of relevant documents to fulfill the requirement of laws on this assignment. 11.2 No Party shall pledge or mortgage any of its capital contributed in Company, nor otherwise use such capital as collateral or for any other purpose. CHAPTER IV - RESPONSIBILITIES OF EACH PARTY ARTICLE 12: RIGHTS AND OBLIGATIONS OF THE COMPANY The Company shall have the rights, obligations set out in the Investment Certificate and any amendment thereof, or in any other license granted or to be granted to Company by the Certificate Issuing Authority or any other competent authority in Vietnam, and in accordance with the Laws of Vietnam. ARTICLE 13: RESPONSIBILITIES OF THE PARTIES Each Party shall fulfill its obligations and abide by the terms of this JV Contract and the Charter of Company, and shall carry out its respective responsibilities as below: 13.1 Responsibilities of the Vietnamese Party a) To negotiate with local authorities regarding essential juridical aspects and of official approvals of Company from any competent authorities in Vietnam; b) To provide fully and in a timely manner its Charter Capital Contribution for Company as set forth in this JV Contract; c) To take care of all local arrangements that relating to operation of Company, and to support Company in dealing with the relevant Government agencies on issues and formalities relating to the operation of Company; d) To assist Company to obtain all necessary permissions, including, without limitation, all entry permits, visas, working permits and travel permits for all expatriate personnel working for Company, comprising a part of Company’s management or performing services for Company; e) To introduce and assist Company in selecting and recruiting the qualified Vietnamese staffs for working for in Company; Joint Venture Contract. Page 9 f) To appoint the representatives to the Members’ Council, and assist the Members’ Council in management and operation of Company; g) To provide necessary information on the demand for and availability of products in the local market and recommend measures for achieving effectiveness of the business operation of Company; h) To observe strictly the confidentiality provisions as stated in Article 33 of this JV Contract; i) To take whatever steps and measures as may be necessary to assist the Foreign Party to repatriate its shared profits from Company in accordance with the terms and conditions of this JV Contract; j) To assist solving other problems when reasonably requested by Company. 13.2 Responsibilities of the Foreign Party a) To provide the Vietnamese Party with all necessary documents as required by the Laws of Vietnam in order to complete the application for the Investment Certificate; b) To provide fully and in a timely manner its Charter Capital Contribution for Company as set forth in this JV Contract; c) To assist Company in setting up and implementing a quality assurance system at the expenses of Company; d) To organize the training and skill transfer program for the selected Vietnamese staff at the expenses of Company and under the terms and conditions to be agreed with Company; e) To assist Company in marketing Company’s business activities; f) To assist Company in sourcing, selecting, supplying and approving all raw materials that cannot be sourced locally. To assist in selecting and approving the local raw materials to be used for manufacture of the Products; g) To provide all the adequate and necessary assistance, advice expertise and information related to the development and management of Company; h) To appoint the representatives to the Members’ Council, and assist the Members’ Council in management and operation of Company; i) To assist solving other problems when reasonably requested by Company. Joint Venture Contract. Page 10 [...]... of this JV Contract shall not affect the validity of any other provision of this JV Contract The right hereunder to claim indemnification for losses under this JV Contract shall not be impaired because of the legal invalidity of this JV Contract Joint Venture Contract Page 18 ARTICLE 40: NOTICES 40.1 All notices given from one Party to the other Party under or in connection with this JV Contract shall... kept at Company IN WITNESS WHEREOF, the Parties hereto have caused this JV Contract to be signed in their respective names by their duly authorized representatives as of the date above written For And On Behalf Of B Company Name : Title : For And On Behalf Of A Company Name : Title: Joint Venture Contract Page 19 Joint Venture Contract Page 20 ... LANGUAGE OF THE JV CONTRACT 36.1 This JV Contract is made in English and Vietnamese Both versions shall be of equal validity 36.2 The interpretation of the JV Contract shall be based on stipulations or the spirit of the JV Contract and the Charter In case there is a different meaning of a same article of the English version and the Vietnamese version, and/or the interpretation of the JV Contract can not... one-member limited liability company under the applicable laws 29.2 In case of any early termination of the JV Contract before the above mention term, Parties undertake to arrange for the execution of necessary documents, under the law requirement, so that parties can liquidate the Company Joint Venture Contract Page 15 CHAPTER IX - OTHER PROVISIONS ARTICLE 30: CLAIMS FOR DAMAGES 30.1 If Company suffers any... stipulations of this JV Contract, interpretation shall be based on the will of the Parties and the stipulations of the Laws of Vietnam and the generally accepted international business practices and the wording of the Vietnamese version of the Charter and the JV Contract ARTICLE 37: AMENDMENTS AND MODIFICATIONS OF THE JV CONTRACT Any amendment to, or modification of or rectification of this JV Contract shall... either Party requests so The arbitral award shall be final and binding between the Parties Joint Venture Contract Page 16 ARTICLE 32: FORCE MAJEURE 32.1 “Force Majeure” shall mean any of the following events, which causes any Party or both Parties to be unable to perform its or their obligations under this JV Contract, such as prohibition or acts by government or public agency, riot, war, hostility,... 41: HEADINGS The headings of the articles of this JV Contract are inserted for convenience of reference only, and do not form a part of this JV Contract, and shall not in any way affect or be considered in the interpretation hereof ARTICLE 42: SIGNING 42.1 This JV Contract is signed in Hanoi, Vietnam and replace the previously executed one 42.2 The JV Contract shall be made into four (4) original counterparts... implemented by the Parties in Joint Venture Contract Page 17 accordance with the current provisions of the Laws of Vietnam and other provisions (if any) in the Investment Certificate granted by the Certificate Issuing Authority ARTICLE 35: NO WAIVER The failure or delay of any Party to require performance by the other Party of any provision of, or any right or obligations under, this JV Contract, shall not constitute... outside and beyond the scope of this JV Contract 33.2 The Parties shall take all necessary steps to ensure that their officers and employees will comply in all respects with this Article 33 ARTICLE 34: CIRCUMSTANCES NOT STIPULATED IN THE JV CONTRACT AND IN THE CHARTER All other terms and conditions relating to the activities of Company but not stipulated in the JV Contract and the Charter of Company,... be purchased and the insurance premium to be paid in accordance with the Laws of Vietnam and international practice CHAPTER VI - ACCOUNTING AND STATISTICS ARTICLE 21: ACCOUNTING AND STATISTICS Joint Venture Contract Page 12 21.1 The accounting system, books and records of Company shall be prepared and maintained in accordance with the prevailing Laws of Vietnam 21.2 Financial statements including the . this Joint Venture Contract (Hereinafter referred to as the “JV Contract ) with the terms and conditions hereunder set forth: CHAPTER I - GENERAL Joint Venture. : For And On Behalf Of A Company Name : Title: Joint Venture Contract. Page 19 Joint Venture Contract. Page 20