[{"id":"2220bd7f-91cb-44da-9409-78f2587aecd1","order":1,"text":"JOINT VENTURE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ff09a644-2592-44a6-8e7f-820673e62ddc","order":2,"text":"[Name of the Joint Venture]","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"498627fd-55fb-4d2a-874a-487297b594e4","order":3,"text":"This Joint Venture Agreement (this \"Agreement\") is made and entered into as of [Effective date] (the \"Effective Date\"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7842126b-483f-40fd-a556-682ac28fd468","order":4,"text":"[Full legal name of Venturer One], a corporation organized and existing under the laws of the State of [State of organization], having its principal place of business at [Principal place of business] (\"Venturer One\"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4005b0d-2e58-4030-b345-ecf5c2f42431","order":5,"text":"[Full legal name of Venturer Two], a corporation organized and existing under the laws of the State of [State of organization], having its principal place of business at [Principal place of business] (\"Venturer Two\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"996b6d2b-4f13-405d-ba26-6355d0d43fa7","order":6,"text":"Venturer One and Venturer Two are each referred to in this Agreement as a \"Venturer\" and together as the \"Venturers\". Each reference to a Venturer includes its permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"4e0e87ed-87c7-41aa-a4d0-0064e1f606ac","order":7,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2bbf4587-3275-42b8-b889-90e314329f27","order":8,"text":"WHEREAS, each Venturer carries on a lawful business and possesses experience, personnel, know-how, equipment, financial resources or other assets that are complementary to those of the other Venturer;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2a15f4cb-ee5d-4375-b563-665c774c43a3","order":9,"text":"WHEREAS, the Venturers wish to associate with one another for the sole and limited purpose of jointly bidding for, carrying out and completing the Project described in this Agreement, and wish to define their respective contributions, rights, obligations and economic interests with respect to that Project;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9bac286d-2a58-4107-8e7c-7405ff44daa9","order":10,"text":"WHEREAS, the Venturers intend that their association constitute a general partnership formed for a single, limited undertaking under the partnership law of the State of [Governing State], and that this Agreement constitute the partnership agreement of that association within the meaning of that law;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"14c59855-760a-4036-84ce-0329ad6964c8","order":11,"text":"WHEREAS, the Venturers do not intend to create, and nothing in this Agreement shall be construed as creating, a merger, a corporation, a limited liability company, an employment relationship, or any partnership, agency or fiduciary relationship extending beyond the Project;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"46f14a21-5ec6-47c3-b4c3-3fe0e372df90","order":12,"text":"NOW, THEREFORE, in consideration of the mutual covenants and undertakings set out in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Venturers agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"998dc6c2-5ea1-4a3d-81c9-43a99ffbc104","order":13,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S01"},{"id":"3bb5b6c6-32bf-4c07-ae5e-f689abff21a4","order":14,"text":"Definitions. In this Agreement, the following terms have the meanings given below. Other terms are defined where they first appear and have that meaning throughout this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d275037-3001-48b1-9d60-b4a1b12f858c","order":15,"text":"\"Affiliate\" means, in relation to a Venturer, any Person that directly or indirectly controls, is controlled by, or is under common control with that Venturer, where control means the ownership of more than fifty percent (50%) of the voting securities or equity interests of a Person, or the power to direct its management and policies, whether by contract or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f48abfa-12aa-4bf9-82e6-a38ba76efa5d","order":16,"text":"\"Applicable Law\" means every statute, rule, regulation, ordinance, code, order, judgment, decree, permit or requirement of any Governmental Authority applicable to a Venturer, to the Joint Venture or to the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6564b43f-43e0-4e0b-a523-6bfe6cdc6fa3","order":17,"text":"\"Business Day\" means a day other than a Saturday, a Sunday or a day on which commercial banks are authorized or required to close in the State of [Governing State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a3397e9-23ef-49e7-8f19-cddbfbd20730","order":18,"text":"\"Business Plan and Budget\" means the business plan, programme and budget for the Project approved by the Management Committee under the Article entitled \"Scope of Work, Budget and Cost Control\", as revised from time to time in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b2575ff7-3431-4823-a18b-82fcc66d27d2","order":19,"text":"\"Change of Control\" means any transaction or series of related transactions, including a merger, consolidation, reorganization, or sale of equity interests or of all or substantially all assets, as a result of which the Persons holding control of a Venturer at the Effective Date cease to hold control of that Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17bfaaa3-c564-40e4-b44c-d94e5e7fb5fe","order":20,"text":"\"Claim\" means any claim, demand, action, suit, arbitration, proceeding, investigation, assessment, judgment or award.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3830a16e-8fd3-4fed-b7c0-cd17f3e394df","order":21,"text":"\"Governmental Authority\" means any federal, state, local or foreign government and any agency, department, court, tribunal, regulatory body or other authority exercising executive, legislative, judicial, regulatory or administrative power.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"39140d82-3b89-4cef-9a32-8bbf32402be5","order":22,"text":"\"Person\" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated association or Governmental Authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5ac23ca-dc0f-4286-8f89-6774334a6c32","order":23,"text":"\"Project Costs\" means all costs and expenses properly and reasonably incurred in the performance of the Project in accordance with the Business Plan and Budget, including labor, materials, equipment, subcontracts, insurance premiums, bonds and other credit support, permits, freight, site costs, taxes other than the income taxes of a Venturer, and the fees of professional advisers engaged for the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec1bdfe4-f673-4762-97cd-8c29775017a0","order":24,"text":"Defined terms used before their definition. A term defined in the recitals or in any other provision of this Agreement bears that meaning wherever it appears, including where it is used before the provision in which it is defined.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef86ef88-5bd3-4960-9198-bea33e02be0d","order":25,"text":"Interpretation. The singular includes the plural and the plural the singular. A reference to a document is to that document as amended from time to time, and a reference to a statute is to that statute as amended and to any regulation made under it. Where a period runs from a given day, that day is excluded. References to a sum of money are to United States dollars.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3dc72471-924b-4630-bf4f-5f4d9b05ade0","order":26,"text":"2. FORMATION, NAME AND OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S02"},{"id":"b8184efb-3e98-4293-9862-68cfd743ff5e","order":27,"text":"Formation. The Venturers hereby associate themselves as a joint venture in the nature of a general partnership (the \"Joint Venture\") under and pursuant to the partnership law of the State of [Governing State], upon the terms and conditions set out in this Agreement. To the extent a matter is not addressed in this Agreement, the partnership law of that State shall govern the relations of the Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7d7ce44-9f31-42cd-90bb-7663b200cf1e","order":28,"text":"Name. The Joint Venture shall carry on its activities under the name [Name of the Joint Venture], or under such other name as the Management Committee may determine. The Venturers shall promptly make, and keep current, every assumed name, fictitious name or trade name filing required by applicable law in each jurisdiction in which the Joint Venture carries on business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24c62cda-b160-461e-85b1-a93ac0d6b43a","order":29,"text":"Principal office. The principal office of the Joint Venture shall be located at [Address of the principal office], or at such other place as the Management Committee may designate. The Joint Venture may maintain such additional offices or Project offices as the Management Committee approves.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"341201ef-b61a-42a9-8bb8-06772c92f91f","order":30,"text":"No separate entity. The Joint Venture is a contractual association formed for a limited purpose. Except as required by applicable tax law or expressly provided in this Agreement, no corporation, limited liability company or other separate legal entity shall be formed. Title to Joint Venture assets shall be taken in the name of the Joint Venture or, where that is not practicable, in the name of a Venturer as nominee for and on behalf of the Joint Venture, in which case that Venturer shall hold the asset for the account of the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a2b0dac-4f6e-41cf-8811-22ae9e669a85","order":31,"text":"3. PURPOSE AND SCOPE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S03"},{"id":"c66c27b4-92cc-4fa5-ab97-6dc12beb7b0e","order":32,"text":"Purpose. The sole purpose of the Joint Venture is to undertake, perform and complete the project known as [Name of the Project] (the \"Project\"), together with all activities reasonably incidental to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e032fe95-1bdd-470b-b468-8265f9dd79ce","order":33,"text":"Description of the Project. The Project consists of the following works, services and deliverables: [Description of the Project]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f08b39b-14f3-4096-9496-303d19f70f7e","order":34,"text":"Place of performance. The Project shall be performed principally at or from [Place of performance], and at such other places as the Management Committee approves in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7aa28707-2ea5-438b-a17f-e7221221cc25","order":35,"text":"Limited scope. The Joint Venture shall not engage in any business, activity or undertaking other than the Project without the prior written consent of both Venturers. No Venturer shall commit the Joint Venture to any obligation that is outside the scope of the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c75303da-be05-44ad-bfbb-5c293630aa37","order":36,"text":"Independent businesses. Except as otherwise expressly provided in this Agreement, each Venturer may continue to conduct its own business, including business of a kind similar to the Project, and shall be under no obligation to offer any business opportunity to the Joint Venture or to the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62376279-7909-4f95-89a5-bbb0d7817c07","order":37,"text":"4. THE PRIME CONTRACT AND RELATIONS WITH THE CLIENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}],"sectionNum":"S04"},{"id":"422e9970-c71c-4781-9203-66b198cfcfdc","order":38,"text":"The Client and the Prime Contract. The Project is to be performed for [Name of the client or owner] (the \"Client\") under a contract, or under a bid or proposal leading to a contract, between the Client and the Joint Venture or the Venturers acting jointly (the \"Prime Contract\").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"153eccba-39d9-4877-bb6d-621468a8681d","order":39,"text":"Joint bid. The Venturers shall cooperate in good faith in the preparation, pricing and submission of the bid or proposal for the Project and in any negotiation with the Client. Each Venturer shall bear its own bid preparation costs unless the Management Committee determines that they are Project Costs. While the bid remains open, neither Venturer shall submit or participate in a competing bid for the same Project, whether alone or with a third party, except where required by Applicable Law or with the written consent of the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"5858a8e1-78c6-4689-87f2-52c54b23d8b6","order":40,"text":"Execution and performance. The Prime Contract shall be executed on behalf of the Joint Venture by the representatives authorized by the Management Committee. The Venturers shall perform the Prime Contract in accordance with its terms and shall do nothing that would place the Joint Venture in breach of it. Each Venturer shall be responsible to the other for any liability, cost, delay, deduction or penalty arising under the Prime Contract that is caused by its own act, omission or default.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"ac68831a-fe1c-41c7-9bd8-715dfb090d5c","order":41,"text":"Liability to the Client. The Venturers acknowledge that they may be jointly and severally liable to the Client for the performance of the Prime Contract. As between themselves, such liability shall be borne in proportion to the Participating Interests, except to the extent that it is caused by the default of one Venturer, in which case that Venturer shall bear it alone and shall indemnify the other Venturer against it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"a7a539ac-e3b5-4e09-a610-328f86339d38","order":42,"text":"Bonds, guarantees and credit support. Where the Client or Applicable Law requires a bid bond, performance bond, payment bond, retention bond, letter of credit, parent company guarantee or other credit support, each Venturer shall procure its proportionate share of that security or, where the security is provided by one Venturer alone, shall grant that Venturer a counter-indemnity in proportion to the Participating Interests. The cost of such security is a Project Cost.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"0f050841-07ac-4594-ba1b-5e652023eaf8","order":43,"text":"Claims, variations and settlements. All claims, change orders, requests for extension of time and settlements under the Prime Contract shall be prepared, pursued and agreed jointly, and neither Venturer may negotiate, compromise, settle or waive any such matter with the Client on its own account. All communications with the Client on matters affecting the Project shall be made through the representative designated by the Management Committee, and each Venturer shall promptly copy the other with any communication received from the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"21a57c65-ade6-472e-a0a0-9199e4bec49b","order":44,"text":"Assignment and novation. Neither Venturer may assign, novate or subcontract any part of the Prime Contract otherwise than in accordance with this Agreement and with the terms of the Prime Contract, and any such assignment or novation is a Major Decision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"efa8e9f9-58e7-49f4-86ce-1953fa12a795","order":45,"text":"5. SCOPE OF WORK, BUDGET AND COST CONTROL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S05"},{"id":"1c010264-0017-4449-99b9-e010aca29770","order":46,"text":"Division of work. The work comprising the Project is divided between the Venturers as set out in the schedule entitled \"Division of Work\". Venturer One shall perform the following scope: [Scope of work]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"ee40daa9-96ec-4db1-8806-29e671b37820","order":47,"text":"Venturer Two shall perform the following scope: [Scope of work]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"629ac659-a30f-4663-aa65-b6637dde2e73","order":48,"text":"Responsibility for the allocated scope. Each Venturer shall perform the scope allocated to it on time, within the Business Plan and Budget and in accordance with the requirements of the Project, and shall bear the consequences of its own failure to do so. The Management Committee may reallocate scope between the Venturers only by a Major Decision, with a corresponding adjustment of the Business Plan and Budget.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"63ee6457-2ef6-484b-8af8-f2e765c54d95","order":49,"text":"Business Plan and Budget. The Management Committee shall approve an initial business plan, programme and budget for the Project, the total approved cost of which is USD [Amount]. The Business Plan and Budget shall identify the approval thresholds applicable to subcontracts, procurement and variations. It may be revised only by a Major Decision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"efae13b1-dd3c-4214-bcc1-25f03be61edc","order":50,"text":"Cost reporting. Each Venturer shall report to the Management Committee, not less frequently than monthly, on the costs incurred and committed within its scope, the progress achieved against the programme, the forecast cost to complete and any anticipated variance from the Business Plan and Budget. A Venturer shall notify the other immediately upon becoming aware of any circumstance likely to cause a variance exceeding ten percent (10%) of the approved cost of its scope.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e6adee87-2bcd-4fdf-ab60-3ac0bdbdeaed","order":51,"text":"Charging of costs. Each Venturer shall charge to the Joint Venture only the Project Costs that it properly incurs, at documented cost and without mark-up, profit, overhead or administrative charge, except at rates approved in advance by the Management Committee. Equipment owned by a Venturer and used on the Project shall be charged at the rental rates so approved. No Venturer is entitled to any fee or other compensation for services rendered to the Joint Venture unless approved in writing by both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5984c112-8b0d-4f87-b75d-d848c5f02a93","order":52,"text":"Verification. Every charge made by a Venturer is subject to verification and audit by the other Venturer and by the independent accountant of the Joint Venture. Any amount charged in error or without supporting documentation shall be reimbursed to the Joint Venture within thirty (30) days after its determination, together with interest at the rate provided in the Article entitled \"Default and Remedies\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9715d0c2-8629-4c82-95f9-92cf74b37941","order":53,"text":"6. SUBCONTRACTING AND PROCUREMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S06"},{"id":"18b314fb-5d23-46a1-a810-a6539cfe5afe","order":54,"text":"Subcontracts. A Venturer may subcontract part of the scope allocated to it, but only with the prior approval of the Management Committee where the value of the subcontract exceeds the threshold fixed in the Business Plan and Budget. Approval does not relieve the subcontracting Venturer of any obligation, and each Venturer remains fully responsible for the acts, omissions and defaults of its subcontractors, suppliers and agents as if they were its own.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"11afc5d1-cbfb-41c9-aa54-c5cb9e81797b","order":55,"text":"Terms of subcontracts. Every subcontract shall be consistent with the obligations of the Joint Venture, shall contain provisions as to confidentiality, intellectual property, insurance, audit and termination no less protective than those of this Agreement, and shall not purport to create any direct obligation of the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84a4cac9-7519-4da9-9cd0-ffc65fa88a54","order":56,"text":"Procurement. Materials, equipment and services required for the Project shall be procured in the name of the Joint Venture, or in the name of a Venturer acting for the account of the Joint Venture, on the most favorable terms reasonably available. Each Venturer shall disclose to the other any interest that it or an Affiliate holds in a proposed supplier or subcontractor. A contract with a Venturer or with an Affiliate of a Venturer requires the prior written consent of the other Venturer and shall be made on arm's-length terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ddabf0bc-e97a-4069-8006-2237c8e1e8e0","order":57,"text":"Payment of subcontractors and liens. Each Venturer shall pay its subcontractors and suppliers when due, and shall promptly discharge, bond over or procure the release of any lien, stop notice, claim or encumbrance asserted against the Project, the site or the assets of the Joint Venture in respect of its own scope of work, and shall indemnify the other Venturer and the Joint Venture against any Claim, cost or expense arising from a failure to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c25d7c2e-98c7-4e9f-8b95-ac9c9f35637d","order":58,"text":"7. TERM AND TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S07"},{"id":"9b4b13f5-f555-403a-be45-90b2058cc8ed","order":59,"text":"Commencement and duration. This Agreement takes effect on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue in full force and effect until the Project has been completed and all accounts of the Joint Venture have been finally settled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f343b87-9b5e-44bf-917b-c4ef95b4453a","order":60,"text":"Fixed expiration date. The Joint Venture shall expire on [Expiration date], unless the Venturers agree in writing before that date to extend the term. Any extension shall be recorded in a written amendment signed by both Venturers. Expiration of the term shall not relieve either Venturer of any obligation accrued before expiration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"edba36ca-33a9-4f40-b803-0d54ca25e431","value":"the fixed expiration date set out below","type":"add","operator":"="}]},{"id":"0073bfe0-c4af-4ace-a639-b7ea91406753","order":61,"text":"Completion. The Project shall be deemed completed when the works, services or deliverables comprising it have been finally accepted by the client, owner or end user for whom they are performed or, where the Project is not performed for a third party, when the Management Committee determines that its objectives have been achieved, and, in either case, when all warranty and defect-liability periods relating to the Project have expired, all obligations of the Joint Venture to third parties have been discharged, and the final accounts of the Joint Venture have been approved by the Management Committee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a8df23a-db9c-4791-a676-6ac77209dafd","order":62,"text":"Early termination. This Agreement may be terminated before the end of the term only: by written agreement of both Venturers; by the non-defaulting Venturer in accordance with the Article entitled \"Default and Remedies\"; upon completion of the purchase by one Venturer of the entire Participating Interest of the other in accordance with the Article entitled \"Transfer of Interests and Exit\"; upon a Force Majeure Event, as defined in the Article entitled \"Force Majeure\", that continues for more than ninety (90) consecutive days; or if performance of the Project becomes unlawful or is definitively abandoned by the client or awarding authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d9ded9e-4dcc-459f-9adf-bb2148e8d89e","order":63,"text":"Survival. The provisions of this Agreement relating to confidentiality, personal information, intellectual property, restrictive covenants where applicable, indemnification, limitation of liability, insurance, taxes, accounting and final settlement, governing law, dispute resolution and notices, together with any other provision that by its nature is intended to survive, shall survive the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b1e298c8-acc7-4690-b68b-a4cce8f0071f","order":64,"text":"8. CAPITAL CONTRIBUTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S08"},{"id":"f30f6418-60bf-4bb5-b6d1-8a65d0d2a16c","order":65,"text":"Initial contributions. Venturer One shall contribute to the capital of the Joint Venture the sum of USD [Amount]. Venturer Two shall contribute to the capital of the Joint Venture the sum of USD [Amount].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"aa306eca-d032-47e3-9eb2-189919f2d871","order":66,"text":"Payment. Each Venturer shall pay its initial cash contribution in immediately available funds into the bank account of the Joint Venture within [Number] days after the Effective Date, or on such other schedule as both Venturers approve in writing. Any amount not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7037e918-d390-4870-8a3b-08bf041fef33","order":67,"text":"Contribution in kind by Venturer One. In addition to its cash contribution, Venturer One shall contribute or make available to the Joint Venture the following property, equipment, personnel, licenses or services: [Description of the contribution in kind]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"0b563592-5086-44eb-ae20-1f010cc6a1f0","value":"yes","type":"add","operator":"="}]},{"id":"469a8bf8-9047-4fe0-bda4-a82f70dea3f4","order":68,"text":"The Venturers shall record the agreed value of that contribution in the books of the Joint Venture and shall credit it to the capital account of Venturer One.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0b563592-5086-44eb-ae20-1f010cc6a1f0","value":"yes","type":"add","operator":"="}]},{"id":"4c941fc2-7ed6-4502-b23e-ee7a07930d07","order":69,"text":"Contribution in kind by Venturer Two. In addition to its cash contribution, Venturer Two shall contribute or make available to the Joint Venture the following property, equipment, personnel, licenses or services: [Description of the contribution in kind]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"45419dc1-e728-4ccc-8a7b-b7aab6071785","value":"yes","type":"add","operator":"="}]},{"id":"aeaad6b7-6c4e-4b77-91a5-9a451452c0bc","order":70,"text":"The Venturers shall record the agreed value of that contribution in the books of the Joint Venture and shall credit it to the capital account of Venturer Two.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"45419dc1-e728-4ccc-8a7b-b7aab6071785","value":"yes","type":"add","operator":"="}]},{"id":"eeffd1a3-d351-46dd-9884-bff945bf99f4","order":71,"text":"Title and risk. Property contributed to the Joint Venture becomes an asset of the Joint Venture. Property that is merely made available for use and is identified as such in writing remains the property of the contributing Venturer, is used at the risk of the Joint Venture, and shall be returned to that Venturer, in the condition in which it was supplied subject to reasonable wear and tear, upon completion of the Project or earlier termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"44800cc6-9e45-4cd7-8cb4-3e3f4a11bc48","order":72,"text":"No interest and no withdrawal. No Venturer is entitled to interest on its capital contribution or capital account, and no Venturer may withdraw or demand the return of all or part of its capital contribution except as expressly provided in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7db29543-7f47-4449-85ec-e3479903bc91","order":73,"text":"Loans. Neither Venturer is obliged to lend money to the Joint Venture. Any advance made by a Venturer with the approval of the Management Committee shall be documented in writing, shall bear interest at a commercially reasonable rate, and shall be treated as a debt of the Joint Venture and not as a capital contribution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5d08ff23-012d-4bdc-bdf6-70a386a9a09f","order":74,"text":"9. PARTICIPATING INTERESTS, PROFITS AND LOSSES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S09"},{"id":"7402ba19-660f-4518-8b70-e5f852b007ee","order":75,"text":"Participating Interests. The interest of each Venturer in the Joint Venture (its \"Participating Interest\") is as follows: Venturer One, [Percentage] percent; Venturer Two, [Percentage] percent. The Participating Interests shall at all times total one hundred percent (100%) and shall be adjusted only as expressly provided in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6d060d5b-0122-4a9a-a255-af0fe7f49ea5","order":76,"text":"Profits and losses. All profits, losses, gains, deductions, credits and items of income of the Joint Venture shall be allocated between the Venturers in proportion to their respective Participating Interests as at the end of each fiscal year, or as at the date of any event requiring an interim closing of the books.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f805193e-1f1f-4271-8d40-5e415c65fc78","order":77,"text":"Capital accounts. A separate capital account shall be maintained for each Venturer in accordance with the principles of Treasury Regulation Section 1.704-1(b)(2)(iv). Each capital account shall be credited with the capital contributions of that Venturer and its allocated share of profits, and debited with distributions made to it and its allocated share of losses.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6f8b26e-abcb-4734-94c8-f9038fad9df1","order":78,"text":"Regulatory allocations. The allocations of profits and losses shall be adjusted to the extent necessary to comply with the qualified income offset, the minimum gain chargeback and the other requirements of the Treasury Regulations under Section 704(b) of the Internal Revenue Code. Any allocation so made shall be offset by subsequent allocations of profits, losses and other items so that, to the extent possible, the capital account of each Venturer equals the amount it would have been had no such regulatory allocation been required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18e5380b-c2db-44e1-9653-8aa76974b1a0","order":79,"text":"Sharing of liabilities. As between the Venturers, all liabilities, obligations and expenses of the Joint Venture that are properly incurred in the conduct of the Project shall be borne in proportion to the Participating Interests, except where this Agreement expressly allocates a liability to one Venturer alone.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b567c24-f46c-4c0a-859a-c443da4bffc7","order":80,"text":"10. ADDITIONAL CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S10"},{"id":"c964bfcc-1d27-4f40-ad72-8b4666e8be7e","order":81,"text":"Capital calls. If the Management Committee determines that funds in addition to the initial contributions are required for the Project, it shall issue a written capital call to both Venturers stating the amount required, the purpose and the due date, which shall be not less than fifteen (15) days after the date of the notice. Each Venturer shall fund its share of the called amount in proportion to its Participating Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1bed31af-5e50-4be5-8cc6-06985993862c","value":"calls","type":"add","operator":"="}]},{"id":"84c51519-ea08-4f15-af1a-0e5df13944f7","order":82,"text":"Failure to fund a capital call. If a Venturer fails to fund a capital call when due, the other Venturer may, at its option and without prejudice to any other remedy, advance the shortfall as a loan to the defaulting Venturer bearing interest at the lesser of twelve percent (12%) per annum and the maximum rate permitted by applicable law, repayable on demand and recoverable out of distributions otherwise payable to the defaulting Venturer; or contribute the shortfall as additional capital, in which case the Participating Interests shall be recalculated so as to reflect the aggregate capital contributions of each Venturer, and the Participating Interest of the defaulting Venturer shall be diluted accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1bed31af-5e50-4be5-8cc6-06985993862c","value":"calls","type":"add","operator":"="}]},{"id":"b193a8e7-b14e-40f0-82c4-12e7478c25ca","order":83,"text":"No obligation to contribute further capital. Neither Venturer is required to contribute capital in addition to its initial contribution. If further funds are required for the Project, they shall be obtained only as the Venturers may unanimously agree in writing, whether by further contributions in equal or agreed proportions, by loans from a Venturer, or by third-party financing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1bed31af-5e50-4be5-8cc6-06985993862c","value":"unanimous","type":"add","operator":"="}]},{"id":"4148a875-21c3-4d53-a208-436af918b5d3","order":84,"text":"Funding impasse. If the Venturers fail to agree upon the funding required for the Project and the Joint Venture is unable to meet its obligations as they fall due, the disagreement shall be treated as a deadlock and resolved in accordance with the Article entitled \"Major Decisions and Deadlock\". Where the impasse materially prevents the Project from proceeding, either Venturer may initiate the procedure set out in the Article entitled \"Transfer of Interests and Exit\". Pending resolution, either Venturer may advance the required funds as a loan to the Joint Venture on terms approved by both Venturers, and no such advance shall alter the Participating Interests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1bed31af-5e50-4be5-8cc6-06985993862c","value":"unanimous","type":"add","operator":"="}]},{"id":"10d5c6cb-cca0-4b36-8f8c-1889053b1257","order":85,"text":"No pledge of credit. Neither Venturer shall borrow money in the name of the Joint Venture, pledge the credit of the Joint Venture or of the other Venturer, or grant any security interest over Joint Venture assets, without the prior written consent of both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1bed31af-5e50-4be5-8cc6-06985993862c","value":"unanimous","type":"add","operator":"="}]},{"id":"013d4910-f397-401a-baa5-4b31cf45cea9","order":86,"text":"Cost overruns. Unless the Venturers agree otherwise in writing, any cost overrun, penalty, liquidated damages or rework cost that is attributable to the fault, default or negligence of one Venturer shall be borne by that Venturer alone and shall be charged to its capital account.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f9c9caa-9903-440e-8f13-52d5116c537f","order":87,"text":"11. DISTRIBUTIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S11"},{"id":"576f88eb-882c-4f40-bb91-e88b104ce005","order":88,"text":"Distributable Cash. \"Distributable Cash\" means the cash held by the Joint Venture in excess of the amounts reasonably required for working capital, for the performance and completion of the Project, for the discharge of liabilities as they fall due, and for the reserves established by the Management Committee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"09233f38-323c-4e0d-8cec-f3a3d3eeac68","order":89,"text":"Timing of distributions. Distributable Cash shall be distributed to the Venturers in proportion to their Participating Interests on a quarterly basis, within thirty (30) days after the end of each calendar quarter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8fb4b226-8f6f-4348-baef-fbc307224bec","order":90,"text":"Reserves. The Management Committee may establish and maintain reasonable reserves for liabilities, contingencies, warranty and defect-liability obligations, retentions, disputed claims and completion costs before any distribution is made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dba2aea8-0554-4cfa-92c9-3a87b616d786","order":91,"text":"Tax distributions. To the extent Distributable Cash permits, the Joint Venture shall distribute to each Venturer an amount sufficient to fund the federal, state and local income tax liability attributable to that Venturer's allocated share of the taxable income of the Joint Venture, calculated at the highest marginal rate reasonably applicable, such distributions being treated as advances against future distributions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"52c0bb53-4e1d-4b1e-a507-642a31efee4c","order":92,"text":"Restriction. No distribution shall be made if, after giving effect to it, the Joint Venture would be unable to pay its debts as they become due in the ordinary course of business, or if the distribution would contravene applicable law or any financing document to which the Joint Venture is a party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a261291e-9f6f-4160-8049-f8f0562cf1c5","order":93,"text":"12. BOOKS, RECORDS AND BANK ACCOUNTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S12"},{"id":"2247b524-7f19-450b-b9f3-05fdb9cc7779","order":94,"text":"Books of account. Complete and accurate books of account of the Joint Venture shall be kept at its principal office, on the accrual basis, in accordance with generally accepted accounting principles in the United States, consistently applied, and shall record all contributions, receipts, disbursements, allocations and distributions. The books and records of the Joint Venture shall be retained for not less than seven (7) years after final settlement of the accounts.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc669e5c-4d8c-422d-a225-ed92abf4689a","order":95,"text":"Fiscal year. The fiscal year of the Joint Venture shall end on [Month and day] in each year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b382c2b6-1ac1-4550-8206-369ac7855bee","order":96,"text":"Inspection and audit. Each Venturer and its authorized representatives and advisers may inspect, copy and audit the books, records, contracts and Project documents of the Joint Venture at any reasonable time upon reasonable prior notice. Either Venturer may, at its own expense, cause an independent audit of the accounts of the Joint Venture to be carried out by a certified public accountant.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e87ff835-fe8b-4bd0-bda1-59c778547565","order":97,"text":"Bank accounts. All funds of the Joint Venture shall be deposited in one or more accounts opened in the name of the Joint Venture at [Name of the bank] or at such other federally insured financial institution as the Management Committee approves. Funds of the Joint Venture shall not be commingled with the funds of either Venturer. Withdrawals shall require the authorization of a representative of each Venturer, except for payments made in the ordinary course within an approved budget.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f7b67e01-8b49-4b64-80a6-b01fea328396","order":98,"text":"Financial statements. Within ninety (90) days after the end of each fiscal year, and within thirty (30) days after the end of each calendar quarter, the Joint Venture shall deliver to each Venturer a balance sheet, an income statement, a statement of cash flows and a statement of each Venturer's capital account, together with a report on the progress and cost of the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"814fa564-4f93-4fdb-9605-4177e1196ea0","order":99,"text":"13. TAX MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S13"},{"id":"3128d2b5-66c3-44cc-abf1-fefd6cce2f3c","order":100,"text":"Tax classification. The Venturers intend that the Joint Venture be classified as a partnership for federal income tax purposes and, where applicable, for state and local income tax purposes. Neither Venturer shall take a position inconsistent with that classification, and neither shall elect to have the Joint Venture treated as an association taxable as a corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"199f6678-1dfe-4c81-8bb3-8ebe408d44c0","order":101,"text":"Returns. The Joint Venture shall file a partnership return on Form 1065 and shall furnish each Venturer with a Schedule K-1 and with all other information reasonably required for the preparation of that Venturer's tax returns, within the time required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"86adbe2f-001e-4c97-930a-6396db8955f9","order":102,"text":"Partnership representative. The Venturers shall designate one of them as the partnership representative within the meaning of Section 6223 of the Internal Revenue Code. The partnership representative shall act in that capacity in accordance with the centralized partnership audit rules, shall keep the other Venturer promptly and fully informed of any audit, notice, adjustment or proceeding, and shall not settle or compromise any tax matter without the prior written consent of the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94052e1c-6452-4124-9a65-e6cc9792877f","order":103,"text":"Tax elections. All tax elections of the Joint Venture, including any election under Section 754 of the Internal Revenue Code, require the written consent of both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9320f7c3-ade1-4c50-adba-0c79c5c79e94","order":104,"text":"Own taxes. Each Venturer is responsible for its own income, franchise and similar taxes, and for all payroll taxes and withholding relating to its own personnel, and shall indemnify the other Venturer against any liability, penalty or interest arising from its failure to account for them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cd7dc2e9-85b5-498e-b56b-7a6c15e37d70","order":105,"text":"14. MANAGEMENT AND CONTROL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S14"},{"id":"e511afb2-a0c4-42d6-830d-39a3b6fe625b","order":106,"text":"Management Committee. The management and control of the Joint Venture is vested in a management committee (the \"Management Committee\") composed of an equal number of representatives appointed by each Venturer. Each Venturer shall appoint one representative and one alternate, and may replace either of them at any time by written notice to the other Venturer. Certain matters, described in this Agreement as Major Decisions and listed in the Article entitled \"Major Decisions and Deadlock\", are reserved to both Venturers in every case.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b03c9e39-470d-43a3-844f-0c38edf2de90","order":107,"text":"Voting. Decisions of the Management Committee shall be taken on the basis of one vote for each Venturer, so that every decision of the Management Committee requires the concurrence of both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffe54897-92af-4598-94da-5704d81291fa","order":108,"text":"Deadlock in equal control. Because neither Venturer holds voting control, any matter on which the representatives cannot agree shall be treated as a deadlock and resolved in accordance with the Article entitled \"Major Decisions and Deadlock\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c3fcfd9a-9ece-4c97-8668-96a17d1bbb62","value":"on the basis of one vote for each Venturer, so that every decision of the Management Committee requires the concurrence of both Venturers","type":"add","operator":"="}]},{"id":"8fa3f44f-5533-4b37-a84b-b6854de1e080","order":109,"text":"Equality of interests. Where no Venturer holds more than fifty percent (50%) of the Participating Interests, every decision of the Management Committee requires the concurrence of both Venturers, and any matter upon which they cannot agree shall be treated as a deadlock and resolved in accordance with the Article entitled \"Major Decisions and Deadlock\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c3fcfd9a-9ece-4c97-8668-96a17d1bbb62","value":"on the basis of voting power proportionate to each Venturer's Participating Interest, subject always to the Major Decisions reserved to both Venturers","type":"add","operator":"="}]},{"id":"1235a96e-5707-4862-84bf-4f9d5575ef9b","order":110,"text":"Proportionate voting. The Venturer holding more than fifty percent (50%) of the Participating Interests may direct matters arising in the ordinary course of the Project, provided that it shall at all times act in good faith and in the best interests of the Joint Venture, shall keep the other Venturer fully informed, and shall not take any Major Decision without the written consent of the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c3fcfd9a-9ece-4c97-8668-96a17d1bbb62","value":"on the basis of voting power proportionate to each Venturer's Participating Interest, subject always to the Major Decisions reserved to both Venturers","type":"add","operator":"="}]},{"id":"e9040563-1cf3-406b-ba95-e9167ee4d539","order":111,"text":"Managing Venturer. Venturer One is designated as the managing Venturer (the \"Managing Venturer\") and shall conduct the day-to-day operations of the Project, engage and supervise subcontractors and suppliers within the approved budget, maintain the books and records of the Joint Venture, and act as the principal point of contact with the client. The Managing Venturer shall report to the Management Committee not less frequently than monthly, shall act in good faith and in the best interests of the Joint Venture, and shall take no Major Decision without the written consent of both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c3fcfd9a-9ece-4c97-8668-96a17d1bbb62","value":"by the Managing Venturer as regards day-to-day matters, subject always to the Major Decisions reserved to both Venturers","type":"add","operator":"="}]},{"id":"f2d2deed-0e61-4808-b3d6-20e7fb245d64","order":112,"text":"Compensation of the Managing Venturer. Venturer One shall be entitled to reimbursement of its documented out-of-pocket costs properly incurred in that capacity, but shall not be entitled to any management fee, mark-up or other compensation unless approved in writing by both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c3fcfd9a-9ece-4c97-8668-96a17d1bbb62","value":"by the Managing Venturer as regards day-to-day matters, subject always to the Major Decisions reserved to both Venturers","type":"add","operator":"="}]},{"id":"f6bf117b-06bc-48dd-9155-7bf4b0155c3f","order":113,"text":"Meetings. The Management Committee shall meet at least once each calendar quarter and at such other times as either Venturer requests on not less than [Number] days written notice stating the matters to be considered. Meetings may be held in person, by telephone or by video conference, and any action may also be taken by written consent signed by a representative of each Venturer. A quorum requires the presence of at least one representative of each Venturer. Minutes shall be kept and circulated to both Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b91ae8f6-7ea1-4702-ae3b-fcc9ef4b2a08","order":114,"text":"Project Manager. The Management Committee may appoint a project manager, who shall implement the decisions of the Management Committee, supervise performance of the Project, and report on cost, schedule, quality and safety. The project manager may be removed at any time by the Management Committee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18df0cea-cd0a-4eb5-a24a-607708c50b85","order":115,"text":"Authority to bind. Neither Venturer nor any representative of a Venturer has authority to bind the Joint Venture or the other Venturer except as expressly provided in this Agreement or as authorized by a decision of the Management Committee. Each Venturer shall indemnify the other against all loss arising from an unauthorized act or commitment made by it or by its personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8fc963a9-51fc-4ab5-82e1-9d70e32e37da","order":116,"text":"15. MAJOR DECISIONS AND DEADLOCK","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S15"},{"id":"ea0ea0ba-35ce-43b4-8fa8-a7707409c962","order":117,"text":"Major Decisions. Notwithstanding any other provision of this Agreement, the following actions require the prior written consent of both Venturers, and are referred to as \"Major Decisions\": admitting any additional venturer or partner; amending this Agreement; approving or amending the Project budget, business plan or programme; incurring indebtedness or granting any guarantee, lien or security interest over Joint Venture assets; entering into any contract outside the ordinary course of the Project; selling, leasing or otherwise disposing of any material asset of the Joint Venture; commencing, settling or compromising any litigation, arbitration or material claim; making any distribution otherwise than in accordance with this Agreement; engaging employees or a general contractor for the Project; granting, licensing, assigning or abandoning any intellectual property of the Joint Venture; changing the accounting policies, the fiscal year or the tax elections of the Joint Venture; and dissolving or liquidating the Joint Venture or filing any petition in bankruptcy or for reorganization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6831ddf2-cd07-4144-bbfe-c6465dd32b40","order":118,"text":"Additional Major Decisions under the Prime Contract. Where the Project is performed under the Prime Contract, the following are also Major Decisions: agreeing any variation or change order exceeding the threshold fixed in the Business Plan and Budget; submitting, compromising, settling or waiving any claim against the Client; accepting any deduction, set-off or liquidated damages; and assigning or novating the Prime Contract.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"6c0720e1-fd1a-496c-b813-b363546087d1","order":119,"text":"Deadlock. If the Venturers are unable to agree upon a Major Decision, or upon any other matter that materially affects the Project, either Venturer may give the other written notice of deadlock. Within fifteen (15) days after that notice, a senior executive of each Venturer having authority to settle the matter shall meet, in person or by video conference, and shall negotiate in good faith to resolve it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d347a00b-ebc6-482d-a69d-b93d066a72fa","order":120,"text":"Consequences of persisting deadlock. If the deadlock is not resolved within thirty (30) days after the notice of deadlock, either Venturer may refer the matter to the procedure set out in the Article entitled \"Governing Law and Dispute Resolution\" and, where the deadlock materially prevents the Project from proceeding, may initiate the exit procedure set out in the Article entitled \"Transfer of Interests and Exit\". Pending resolution of a deadlock, the Venturers shall continue to perform the Project and to fund it in accordance with the approved budget so as to avoid any breach of the contract with the client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d070feba-3460-4fa1-b1c6-c10d2d90d00b","order":121,"text":"16. OBLIGATIONS OF THE VENTURERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S16"},{"id":"c7e634e8-a8c5-49ca-8f36-1bb5d9d72e76","order":122,"text":"Performance. Each Venturer shall devote to the Project the time, personnel, supervision, equipment and resources reasonably necessary for the proper performance of its obligations, and shall perform them in a good and workmanlike manner, with the degree of skill, care and diligence ordinarily exercised by qualified members of its industry performing services of a similar nature.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af17ff3a-dd55-4532-b882-534c107b08a2","order":123,"text":"Duties of loyalty and care. Each Venturer owes to the other the duties of loyalty and care applicable to partners under the partnership law of the governing State. Each Venturer shall account to the Joint Venture for any benefit derived by it from the conduct of the Project or from any use of Joint Venture property, and shall not deal with the Joint Venture on behalf of a person having an interest adverse to the Joint Venture without full prior disclosure and the written consent of the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"039cbae0-ed93-4848-8ebb-1f9125546ec8","order":124,"text":"Compliance with law. Each Venturer shall comply, and shall procure that its personnel and subcontractors comply, with all applicable federal, state and local laws in connection with the Project, including the Foreign Corrupt Practices Act and other anti-corruption laws, antitrust and competition laws, economic sanctions and export-control laws, environmental, health and safety laws, immigration laws, and wage, hour and equal-employment laws. Neither Venturer shall offer or provide anything of value to any public official in connection with the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62e339d4-439d-4aac-9e95-9733a383d7d0","order":125,"text":"Permits and licenses. Each Venturer shall obtain and maintain at its own cost the licenses, permits, registrations and qualifications required for the performance of its own obligations, and shall cooperate in obtaining those required in the name of the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"290147a2-72cf-4ccd-b67c-76373711d155","order":126,"text":"Personnel. Personnel supplied by a Venturer remain the employees of that Venturer, which shall remain solely responsible for their selection, direction, wages, benefits, payroll withholding and workers' compensation coverage. No such person shall be deemed an employee of the other Venturer, and neither Venturer shall be liable to the personnel of the other for any employment-related claim.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"65dc4cc7-43d0-429f-90d3-5a606fd16e65","order":127,"text":"Records and cooperation. Each Venturer shall keep accurate records of the costs, hours, materials and equipment charged by it to the Joint Venture, shall make those records available for audit by the other Venturer, and shall promptly give the other Venturer all information relating to the Project that the other Venturer reasonably requests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e96c0f3-d44f-4ab1-8adf-482a04475a00","order":128,"text":"Use of names and publicity. Neither Venturer shall use the name, trademarks or logos of the other Venturer, issue any press release or public statement concerning the Project, or represent that it is authorized to act generally for the other Venturer, without that Venturer's prior written consent, except as required by law or by the rules of a securities exchange.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"444d6dd1-387f-4d5f-8414-df316694f0c5","order":129,"text":"17. INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S17"},{"id":"0fa3e925-b27d-474e-8cd3-2df5972af289","order":130,"text":"Background Intellectual Property. Each Venturer retains sole and exclusive ownership of all intellectual property that it owns or controls at the Effective Date, or that it develops or acquires independently of the Project (its \"Background IP\"). No right or license in Background IP is granted except as expressly provided in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df0fee1c-75af-4d2e-8d06-565ffec3f243","order":131,"text":"License for the Project. Each Venturer grants to the Joint Venture and to the other Venturer a non-exclusive, royalty-free, non-transferable license to use its Background IP solely to the extent necessary to perform and complete the Project. That license terminates automatically upon expiration or termination of this Agreement, save to the extent required to permit the continued use of a deliverable already supplied to the client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9e0fe940-4f6e-4eb6-bf0a-abf7606da711","order":132,"text":"Project Intellectual Property. All inventions, improvements, designs, drawings, specifications, software, data, know-how, works of authorship and other intellectual property that are conceived, created, developed or first reduced to practice in the course of the Project (\"Project IP\") shall be owned jointly by the Venturers in undivided equal shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4b3adf3a-bfac-49e6-9098-4b3495851b3b","order":133,"text":"Joint ownership. Each Venturer may use, reproduce, modify, license and otherwise exploit the Project IP for its own account, without the consent of and without any duty to account to the other Venturer, provided that neither Venturer may assign the Project IP, grant an exclusive license of it, or abandon any registered right in it, without the prior written consent of the other Venturer. The Venturers shall cooperate in the filing, prosecution, maintenance and enforcement of registrations of Project IP, and shall bear the associated costs in proportion to their Participating Interests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8fe5165f-8d63-4b96-a8fd-993a0667aff3","value":"jointly by the Venturers in undivided equal shares","type":"add","operator":"="}]},{"id":"eaec9ca3-03d5-43f4-8111-52adebf1acfa","order":134,"text":"Sole ownership by Venturer One. Venturer Two hereby assigns, and shall procure that its personnel and subcontractors assign, to Venturer One all right, title and interest in and to the Project IP, and shall execute all further documents reasonably required to perfect and record that assignment. Venturer One grants to Venturer Two a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use the Project IP for its own internal business purposes and for the performance of the Project, which license survives the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8fe5165f-8d63-4b96-a8fd-993a0667aff3","value":"solely by Venturer One","type":"add","operator":"="}]},{"id":"006c52a2-9d6a-4815-9f6c-a491550a81a5","order":135,"text":"Sole ownership by Venturer Two. Venturer One hereby assigns, and shall procure that its personnel and subcontractors assign, to Venturer Two all right, title and interest in and to the Project IP, and shall execute all further documents reasonably required to perfect and record that assignment. Venturer Two grants to Venturer One a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use the Project IP for its own internal business purposes and for the performance of the Project, which license survives the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8fe5165f-8d63-4b96-a8fd-993a0667aff3","value":"solely by Venturer Two","type":"add","operator":"="}]},{"id":"2a8fcc63-96b7-403e-965b-55045f1002a9","order":136,"text":"Assignments from personnel. Each Venturer shall ensure, by written agreement with its employees, agents and subcontractors, that all intellectual property created by them in the course of the Project is assigned to that Venturer, and that any moral rights are waived to the extent permitted by applicable law, so that the ownership provided for in this Article can be given full effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a9c2ea40-3b07-456a-8c02-1ac67250839d","order":137,"text":"Third-party intellectual property. Neither Venturer shall incorporate the intellectual property of a third party into the Project unless it has first secured all rights necessary for the Joint Venture, the other Venturer and any client or end user of the Project to use that intellectual property for the purposes contemplated by this Agreement, and shall indemnify the other Venturer against any claim of infringement arising from a failure to do so.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c14e0fa-5955-47cf-8c73-77a83558b979","order":138,"text":"Residual knowledge and no implied license. Nothing in this Agreement prevents a Venturer from using the general skills, knowledge and experience retained in the unaided memory of its personnel. No right or license is granted by implication, estoppel or otherwise, except as expressly set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d092f328-d817-4b0f-aa73-7fc30bb86c30","order":139,"text":"18. CONFIDENTIALITY AND PERSONAL INFORMATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S18"},{"id":"253e293b-e1b3-4672-b8f0-5402edee9f9d","order":140,"text":"Confidential Information. \"Confidential Information\" means all non-public information disclosed by one Venturer or by the Joint Venture, in any form, relating to the Project, the business, pricing, methods, costs, clients, personnel or technology of a Venturer or of the Joint Venture, including the terms of this Agreement, whether or not marked as confidential, and all information derived from it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5da7ab05-43bf-493a-8b64-7a7f61ce4791","order":141,"text":"Obligations. Each Venturer shall keep Confidential Information strictly confidential, shall use it solely for the purposes of the Project, shall protect it with at least the degree of care it applies to its own confidential information and in no event less than a reasonable degree of care, and shall disclose it only to those of its personnel, professional advisers, insurers and subcontractors who need to know it for the Project and who are bound by obligations of confidentiality no less protective than those of this Article. Each Venturer remains liable for any breach by a person to whom it discloses Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0806dd5-2c47-4189-90ab-e8d0819706ca","order":142,"text":"Exclusions. The obligations of this Article do not apply to information that is or becomes public otherwise than through a breach of this Agreement, that was lawfully in the possession of the receiving Venturer without restriction before disclosure, that is lawfully received from a third party free of any obligation of confidentiality, or that is independently developed without use of or reference to the Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfffe368-b122-4be3-b347-62178677b320","order":143,"text":"Compelled disclosure. If a Venturer is required by law, regulation, subpoena or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the other Venturer prompt written notice so as to permit that Venturer to seek a protective order, shall disclose only that part of the information which it is legally compelled to disclose, and shall use reasonable efforts to obtain confidential treatment of the information disclosed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4f50942b-5522-45da-814d-7388bf1d7d94","order":144,"text":"Duration. The obligations of this Article apply during the term of this Agreement and for a period of [Number] years after its expiration or termination, and, in respect of any information constituting a trade secret, for so long as that information remains a trade secret under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df8479cd-70cf-4bb7-a0c8-8d4c0ca6a00e","order":145,"text":"Return and destruction. Upon expiration or termination of this Agreement, or upon the written request of the disclosing Venturer, each Venturer shall return or destroy all Confidential Information in its possession and shall certify that it has done so, except for one archival copy retained for legal or compliance purposes and for copies contained in routine electronic back-ups, which remain subject to this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c181590b-af1a-48a3-84d0-3e3dbcff55c6","order":146,"text":"Personal information. Each Venturer shall comply with Applicable Law relating to the protection of personal information in connection with the Project. Personal information received from the other Venturer, or collected in the course of the Project, shall be processed only for the purposes of the Project, shall be protected by administrative, technical and physical safeguards appropriate to its sensitivity, shall be retained no longer than is necessary for the Project or required by Applicable Law, and shall not be transferred to a third party except as permitted by this Agreement and by Applicable Law. Each Venturer shall notify the other without undue delay, and in any event within seventy-two (72) hours, of any actual or reasonably suspected unauthorized access to, loss of, or disclosure of personal information relating to the Project, and shall cooperate in any investigation, notification or remediation required by Applicable Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"62d41b8d-6fe9-47d9-ba40-089b2988287a","order":147,"text":"Enforcement. Each Venturer acknowledges that a breach of this Article may cause irreparable harm for which damages would not be an adequate remedy, and that the other Venturer shall be entitled to seek injunctive relief and specific performance in addition to all other remedies available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9cad2f1b-0a00-4075-a8f9-c1451b9a2561","order":148,"text":"19. EXCLUSIVITY AND NON-COMPETITION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","displayConditions":[{"field":"e33a0bec-b466-47e7-b956-3d34dc2b4d27","value":"yes","type":"add","operator":"="}],"sectionNum":"S19"},{"id":"729eedba-450d-48da-9d28-f0b37564a101","order":149,"text":"Restricted Period. During the term of this Agreement and for a period of [Number] months after its expiration or termination (together, the \"Restricted Period\"), each Venturer shall comply with the restrictions set out in this Article, which the Venturers acknowledge to be necessary for the protection of the goodwill and legitimate business interests of the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e33a0bec-b466-47e7-b956-3d34dc2b4d27","value":"yes","type":"add","operator":"="}]},{"id":"e3610ff6-b808-4e59-911e-0e169400f3d0","order":150,"text":"Non-competition. During the Restricted Period, neither Venturer shall, directly or indirectly, whether alone or with or through any other person, engage in, invest in (other than as the holder of not more than five percent (5%) of a class of publicly traded securities), or provide services to any person engaged in, a project or undertaking that is substantially similar to and competitive with the Project within [Territory], without the prior written consent of the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e33a0bec-b466-47e7-b956-3d34dc2b4d27","value":"yes","type":"add","operator":"="}]},{"id":"f9ee980e-3094-4c45-957d-27d7efd7330f","order":151,"text":"Business opportunities. During the Restricted Period, each Venturer shall refer to the Joint Venture every opportunity that falls within the scope of the Project, and shall not pursue such an opportunity for its own account or with a third party unless the Management Committee has declined it in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e33a0bec-b466-47e7-b956-3d34dc2b4d27","value":"yes","type":"add","operator":"="}]},{"id":"2c3282cb-fdc3-43b5-b335-4823a64bc331","order":152,"text":"Non-solicitation. During the Restricted Period, neither Venturer shall solicit for employment or engagement any employee or contractor of the other Venturer who has been materially involved in the Project, nor solicit any client, supplier or subcontractor of the Joint Venture in relation to the Project, except that general advertising not specifically directed at those persons shall not constitute solicitation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e33a0bec-b466-47e7-b956-3d34dc2b4d27","value":"yes","type":"add","operator":"="}]},{"id":"4af8fc18-ceed-4cfc-aa5a-403fdcc46ff5","order":153,"text":"Reasonableness and reformation. Each Venturer acknowledges that the restrictions of this Article are reasonable in subject matter, duration and geographical scope, and are no wider than is necessary to protect the legitimate interests of the Venturers and the value of the Joint Venture. The restrictions apply only to the extent permitted by applicable law. If a court or arbitrator of competent jurisdiction determines that any restriction is unreasonable or unenforceable, that restriction shall be reformed and enforced to the maximum extent permitted by applicable law, and the remaining restrictions shall continue in full force. Nothing in this Article restricts an activity of a Venturer that was disclosed in writing to the other Venturer before the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e33a0bec-b466-47e7-b956-3d34dc2b4d27","value":"yes","type":"add","operator":"="}]},{"id":"bbd92063-9a01-456a-a9f3-92a08ade2986","order":154,"text":"20. REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S20"},{"id":"56e4dffd-c7e6-480f-89c4-a15819d79e87","order":155,"text":"Mutual representations. Each Venturer represents and warrants to the other, as at the Effective Date, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that it has full power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action and do not contravene its organizational documents or any agreement, order or law binding upon it; and that this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0f94728-233f-4bc0-b0ca-82562b52f736","order":156,"text":"Further representations. Each Venturer further represents and warrants that there is no litigation, arbitration, investigation or proceeding pending or, to its knowledge, threatened against it that would materially impair its ability to perform this Agreement; that it is not insolvent and has not made any assignment for the benefit of creditors; that it holds, or will timely obtain, the licenses and permits required for the performance of its obligations; that it is not a sanctioned, debarred or suspended person under applicable law; and that it owns or has the right to license the Background IP that it makes available to the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e18bd8a6-67d0-4c3b-8c83-899b1929b634","order":157,"text":"Continuing effect. Each Venturer shall promptly notify the other if any representation given in this Article ceases to be true in any material respect, and the representations of this Article shall be deemed repeated at the date of each capital call and at the date of any transfer of a Participating Interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75b081c5-768b-493a-9552-f4209e2ef55f","order":158,"text":"No other warranties. Except as expressly set out in this Article, neither Venturer makes any representation or warranty of any kind, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, and each Venturer disclaims all such implied warranties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9061f7cf-d42d-48d1-9513-26d582b75e53","order":159,"text":"21. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S21"},{"id":"50f05599-a8eb-44c6-b013-d63144a41fca","order":160,"text":"Required cover. Each Venturer shall maintain in force, at its own cost and with insurers of recognized standing authorized to do business in the relevant jurisdiction, commercial general liability insurance with a limit of not less than USD [Amount] for each occurrence, workers' compensation insurance in the statutory amount, employer's liability insurance, automobile liability insurance covering owned, hired and non-owned vehicles, and, where relevant to its obligations, professional liability insurance and contractor's equipment insurance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5be27c7b-7f5f-4583-87e3-c85f51afa00f","order":161,"text":"Joint Venture policies. The Management Committee may cause the Joint Venture to take out builder's risk, project-specific liability, umbrella or other insurance in the name of the Joint Venture, the premiums for which shall be a cost of the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94f11dd0-5e26-4421-9a35-f3b7a3de0fda","order":162,"text":"Certificates and endorsements. Each Venturer shall name the other Venturer and the Joint Venture as additional insureds under its liability policies, shall procure waivers of subrogation in favor of the other Venturer and the Joint Venture, shall deliver certificates of insurance before commencing work and upon each renewal, and shall give the other Venturer not less than thirty (30) days written notice of any cancellation or material reduction of cover.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c51f44a-6019-4793-b99d-f92d9254e3ec","order":163,"text":"No limitation of liability. The existence, limits or absence of insurance shall not limit or release either Venturer from any liability, indemnity or other obligation under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c697798a-3a25-4281-bf8c-d9e9f92aeed8","order":164,"text":"22. LIABILITY AND INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S22"},{"id":"458aa538-69ff-4bd0-9405-633634875f9b","order":165,"text":"Liability to third parties. The Venturers acknowledge that, as partners in a general partnership under applicable state law, they may be jointly and severally liable to third parties for the obligations of the Joint Venture. As between themselves, the Venturers shall bear such obligations in proportion to their Participating Interests, except where this Agreement allocates a liability to one Venturer alone.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e62ce3c6-5a50-4235-be18-0def544f72c7","order":166,"text":"Indemnity. Each Venturer shall indemnify, defend and hold harmless the other Venturer, the Joint Venture and their respective affiliates, officers, directors, employees and agents from and against all claims, losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable attorneys' fees and disbursements, to the extent arising out of or resulting from its breach of this Agreement, its negligence or willful misconduct, any claim made by its own personnel or subcontractors, any tax or contribution for which it is responsible, or any act or commitment made by it outside the scope of the Project or of its authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5716d109-3add-4f0d-98c2-07da12e7133b","order":167,"text":"Indemnification procedure. A Venturer seeking indemnity shall give the indemnifying Venturer prompt written notice of the claim, shall permit the indemnifying Venturer to assume and control the defense with counsel reasonably acceptable to the indemnified Venturer, and shall cooperate at the indemnifying Venturer's expense. Failure to give prompt notice relieves the indemnifying Venturer only to the extent it is materially prejudiced. No settlement that imposes any non-monetary obligation upon, or contains any admission of liability by, the indemnified Venturer shall be made without that Venturer's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b9d6829-b753-4bdf-94e3-2a59d36f420e","order":168,"text":"Contribution. If a Venturer pays more than its proportionate share of a Joint Venture obligation, it shall be entitled to contribution from the other Venturer in the amount of that excess, together with interest at the lesser of ten percent (10%) per annum and the maximum rate permitted by applicable law, from the date of payment until reimbursement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"100bcd55-45fc-497d-b994-97da5ff25204","order":169,"text":"Exclusion of consequential damages. Except in respect of indemnification of third-party claims, breach of the Article entitled \"Confidentiality and Personal Information\", misappropriation or infringement of intellectual property, willful misconduct or fraud, neither Venturer shall be liable to the other for indirect, incidental, special, punitive or consequential damages, or for loss of profit, revenue, use or opportunity, however caused and regardless of the theory of liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a1a6afe-58b3-468a-aa33-03d11b9e9ac8","order":170,"text":"23. TRANSFER OF INTERESTS AND EXIT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S23"},{"id":"051ef4ff-12db-437f-93f4-3c4ff84b7ac9","order":171,"text":"Restriction on transfer. Neither Venturer may sell, assign, transfer, pledge, charge, encumber or otherwise dispose of all or any part of its Participating Interest, whether voluntarily, involuntarily or by operation of law, without the prior written consent of the other Venturer, except that a Venturer may transfer its entire Participating Interest to an affiliate that remains an affiliate and that assumes in writing all of the obligations of the transferring Venturer, in which case the transferring Venturer shall remain liable for the performance of those obligations. Any purported transfer made in breach of this Article is void and of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1e5cbb06-0fa5-463b-8b7a-38c6182acc95","order":172,"text":"Change of control. A change of control of a Venturer shall be treated as a transfer of its Participating Interest requiring consent under this Article. The Venturer concerned shall give written notice of the change of control within ten (10) days, and if consent is withheld the other Venturer may invoke the exit mechanism set out below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2ad808ea-cfb4-4a31-86c2-427ae4876155","order":173,"text":"Exit mechanism. The exit of a Venturer from the Joint Venture, otherwise than upon an event of default, shall be governed by a buy-sell (shotgun) procedure.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24142948-8159-4ba6-a0a7-f692706f2fe4","order":174,"text":"Buy-sell procedure. Either Venturer (the \"Offeror\") may deliver to the other (the \"Offeree\") a written notice stating a price, expressed as a cash amount for each one percent (1%) of Participating Interest, at which the Offeror is willing either to purchase the entire Participating Interest of the Offeree or to sell its own entire Participating Interest. Within thirty (30) days after receipt of that notice, the Offeree shall elect in writing either to sell its Participating Interest to the Offeror or to purchase the Participating Interest of the Offeror, in each case at the stated price. If the Offeree does not respond within that period, it shall be deemed to have elected to sell.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dc38d93c-83c3-493c-9cc4-8571df8713de","value":"a buy-sell (shotgun) procedure","type":"add","operator":"="}]},{"id":"b85c254e-c73f-4861-abf7-337e3edcf1b7","order":175,"text":"Completion of the buy-sell. Completion shall take place within sixty (60) days after the election, against payment of the purchase price in immediately available funds and delivery of an assignment free of encumbrances. The purchasing Venturer shall use commercially reasonable efforts to procure the release of the selling Venturer from all guarantees and Joint Venture obligations and, to the extent a release is not obtained, shall indemnify the selling Venturer against those obligations to the extent they arise after completion.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dc38d93c-83c3-493c-9cc4-8571df8713de","value":"a buy-sell (shotgun) procedure","type":"add","operator":"="}]},{"id":"dbe8ae7f-2af3-4f5d-945d-fb7d63170b68","order":176,"text":"Right of first refusal. A Venturer that receives a bona fide written offer from a third party for the whole of its Participating Interest and wishes to accept it shall first offer that Participating Interest to the other Venturer on the same terms, by written notice enclosing a copy of the third-party offer and identifying the offeror. The other Venturer shall have thirty (30) days after receipt to accept by written notice, and completion shall take place within sixty (60) days after acceptance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dc38d93c-83c3-493c-9cc4-8571df8713de","value":"a right of first refusal in favor of the other Venturer","type":"add","operator":"="}]},{"id":"e63d0fea-c603-41ac-99bb-24193fc1f1f3","order":177,"text":"Sale to a third party. If the other Venturer does not accept the offer within that period, the selling Venturer may complete the sale to the third party within one hundred twenty (120) days on terms no more favorable to the third party than those offered to the other Venturer, provided that the third party is reasonably acceptable to the remaining Venturer as to financial standing, technical capacity and reputation, and executes a written assumption of this Agreement. Failing completion within that period, the Participating Interest again becomes subject to the right of first refusal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dc38d93c-83c3-493c-9cc4-8571df8713de","value":"a right of first refusal in favor of the other Venturer","type":"add","operator":"="}]},{"id":"12ecc97d-ae7f-435c-838b-06ad8ac3e9dc","order":178,"text":"Consent-based exit. A Venturer may withdraw from the Joint Venture, or transfer its Participating Interest, only with the prior written consent of the other Venturer, which may be granted or withheld in its sole discretion. If consent is withheld and the Venturer concerned nevertheless ceases to perform its obligations, it shall be treated as a defaulting Venturer, and the other Venturer may elect to purchase its Participating Interest at fair market value determined by appraisal, less the amount of any damages, costs and losses caused by the failure to perform.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"dc38d93c-83c3-493c-9cc4-8571df8713de","value":"the prior written consent of the other Venturer","type":"add","operator":"="}]},{"id":"d0d53fd6-09b6-460d-b63c-8fb7a611f784","order":179,"text":"Valuation by appraisal. Where a purchase price is to be determined by appraisal, the appraiser shall be an independent valuation professional of recognized standing appointed jointly by the Venturers or, failing agreement within fifteen (15) days, appointed by the institution administering the dispute-resolution procedure of this Agreement. The valuation shall be made on a going-concern basis, taking account of the state of completion of the Project and of all liabilities of the Joint Venture. The determination of the appraiser shall be final and binding in the absence of manifest error, and the cost of the appraisal shall be borne equally.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6f13df30-2ea6-4139-87c4-e23ce60bf63b","order":180,"text":"Continuation of the Project. The purchase by one Venturer of the entire Participating Interest of the other shall not dissolve the Joint Venture where the purchasing Venturer elects to complete the Project, whether alone or with a new participant, and the selling Venturer shall provide reasonable transitional assistance, including the transfer of Project records, at the cost of the purchasing Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3505d435-babc-412d-a04e-3474d3c47eec","order":181,"text":"24. DEFAULT AND REMEDIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S24"},{"id":"0991866a-26ce-4e6d-b5a9-e2dfa6d8a60c","order":182,"text":"Events of default. Each of the following constitutes an event of default by a Venturer: failure to pay any amount due under this Agreement, including a capital contribution, which is not cured within [Number] days after written notice; failure to perform any other material obligation under this Agreement, which is not cured within [Number] days after written notice, or, where the breach cannot reasonably be cured within that period, failure to commence a cure within that period and to pursue it diligently to completion; the material inaccuracy of any representation or warranty when made or repeated; the insolvency of a Venturer, its assignment for the benefit of creditors, or the appointment of a receiver or trustee that is not discharged within sixty (60) days; a transfer or change of control made in breach of this Agreement; the loss or suspension of a license or permit essential to the performance of the Project; or a material breach of the confidentiality or intellectual property provisions of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88064652-0bab-4752-8f20-b622b2dd6588","order":183,"text":"Remedies. Upon an event of default, the non-defaulting Venturer may, in addition to all rights and remedies available at law or in equity: suspend distributions to the defaulting Venturer and apply them in reduction of the amounts owed by it; assume sole management of the Project, acting reasonably and keeping proper accounts; perform the defaulting Venturer's obligations at the cost of that Venturer, recoverable on demand together with interest; purchase the Participating Interest of the defaulting Venturer at fair market value determined by appraisal, less the damages, costs and losses caused by the default; or terminate this Agreement by written notice and proceed to wind up the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce027a99-c4cf-485c-bb9e-84cfd2a4b68f","order":184,"text":"Interest and costs. All amounts owed by a defaulting Venturer shall bear interest from the due date until payment at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, and the defaulting Venturer shall reimburse the reasonable costs of enforcement, including attorneys' fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f22944bf-40f6-4d1a-8744-a170d595e4be","order":185,"text":"Cumulative remedies and no waiver. The rights and remedies provided in this Agreement are cumulative and are in addition to any other right or remedy. No delay or omission in exercising a right operates as a waiver of it, and no single or partial exercise precludes any further exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df35effe-240e-461e-a4a9-03ab9af2e2fa","order":186,"text":"Equitable relief. Each Venturer acknowledges that a breach of the provisions of this Agreement relating to confidentiality, intellectual property, personal information, restrictive covenants where applicable, or the transfer of Participating Interests may cause irreparable harm, and agrees that the other Venturer shall be entitled to seek specific performance and injunctive relief, without the necessity of proving actual damages and, to the extent permitted by law, without the posting of a bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1af89b35-73ca-46d3-9eed-50c409d21bac","order":187,"text":"25. DISSOLUTION, WINDING UP AND LIQUIDATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S25"},{"id":"b292487b-5989-4d06-8a9c-e33a1ead63c6","order":188,"text":"Events of dissolution. The Joint Venture shall be dissolved upon the expiration of the term; upon completion or definitive abandonment of the Project and settlement of all accounts; upon the written agreement of both Venturers; upon the sale or other disposal of all or substantially all of the assets of the Joint Venture; upon termination of this Agreement following an event of default; or upon the entry of a decree of judicial dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bdeda997-28a6-43e7-a1de-765d20a382a3","order":189,"text":"No premature dissolution. Neither Venturer may cause the dissolution of the Joint Venture, or apply for a judicial dissolution, otherwise than as provided in this Agreement. Each Venturer waives, to the fullest extent permitted by applicable law, any right it may have to seek a partition of Joint Venture property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87fb6440-75ae-4f39-9166-7bfb4c24e71a","order":190,"text":"Winding up. Upon dissolution, the Management Committee, or a liquidating Venturer appointed by it, shall wind up the affairs of the Joint Venture, complete or transfer the work in progress, collect the receivables, discharge or provide for the liabilities, and realize the assets in an orderly manner so as to minimize the losses of the Joint Venture. The Venturers shall continue to be bound by this Agreement during the winding up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43bf83fd-857f-4d14-abcf-4c77d47572fc","order":191,"text":"Order of distribution. The proceeds of liquidation shall be applied in the following order: first, in payment of the debts and liabilities of the Joint Venture owed to creditors other than the Venturers, including the costs of liquidation; second, in the establishment of reasonable reserves for contingent, conditional or unmatured liabilities; third, in repayment of loans and advances made by the Venturers, together with accrued interest; fourth, to the Venturers in proportion to and to the extent of the positive balances of their capital accounts; and the balance, to the Venturers in proportion to their Participating Interests.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"82e6620d-381d-4925-9a7a-768659cc12fd","order":192,"text":"Deficit capital accounts. If, after the allocation of all profits, losses and items of income and expense, the capital account of a Venturer shows a deficit, that Venturer shall contribute to the Joint Venture the amount of the deficit within thirty (30) days after the final accounting, for application in accordance with the order of distribution set out above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f104b308-6c1c-412d-abc7-ab21f24efe23","order":193,"text":"Final accounting. Within ninety (90) days after the completion of the winding up, a final accounting shall be prepared and delivered to each Venturer, together with a statement of the distributions made. Any Joint Venture records shall be retained by the Venturer designated by the Management Committee and shall remain available for inspection by the other Venturer.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bdedb2c9-d737-4d1e-b1ec-1a9f3118b8d2","order":194,"text":"26. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S26"},{"id":"3f02dfe8-6ea2-44c0-b796-f8ef7f218d34","order":195,"text":"Definition. A \"Force Majeure Event\" means an event beyond the reasonable control of the affected Venturer that could not have been avoided by the exercise of reasonable care, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil disturbance, embargo, act of government or public authority, national labor dispute other than one confined to the workforce of the affected Venturer, and failure of utilities, transportation or telecommunications networks. The inability to pay money, financial hardship and changes in market conditions do not constitute a Force Majeure Event.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ffe98dc5-ec16-493b-88ba-898337510dd4","order":196,"text":"Effect and notice. A Venturer whose performance is prevented or delayed by a Force Majeure Event shall give the other Venturer written notice within ten (10) days after becoming aware of it, describing the event and its expected duration and effect. Performance of the affected obligations shall be suspended for so long as the Force Majeure Event continues, and the time for performance shall be extended accordingly. The affected Venturer shall use reasonable efforts to mitigate the effect of the event and shall resume performance as soon as reasonably practicable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5e6bbf2-d704-487c-8c23-1261e002799d","order":197,"text":"Prolonged force majeure. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Venturer may terminate this Agreement by written notice, in which case the Joint Venture shall be wound up in accordance with the Article entitled \"Dissolution, Winding Up and Liquidation\", without liability on either side other than in respect of obligations accrued before termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bfc4adb5-95f6-4ca4-a77f-c2edec0cf069","order":198,"text":"27. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S27"},{"id":"d2d8f18a-7d96-4d62-ac24-408bc3b4c5fa","order":199,"text":"Form of notice. Every notice, consent, approval, demand or other communication under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by certified mail with return receipt requested, or by electronic mail with confirmation of receipt, addressed as follows.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c44119b-4ec5-43eb-b763-0b13947806cc","order":200,"text":"To Venturer One: [Principal place of business], attention [Name of the signatory], electronic mail [Email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca7323d6-da37-445d-b7a4-08b737e40c41","order":201,"text":"To Venturer Two: [Principal place of business], attention [Name of the signatory], electronic mail [Email address].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f245e65-24c4-418e-ab7e-63db5980e55a","order":202,"text":"Effectiveness. A notice is effective upon delivery if delivered by hand or courier, three (3) business days after deposit if sent by certified mail, and on the first business day after transmission if sent by electronic mail with confirmation of receipt. Refusal to accept delivery constitutes delivery. A Venturer may change its address or electronic mail address for notices by giving notice in accordance with this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fe1b4d7c-a792-4040-bf3b-ea3f5100ec91","order":203,"text":"28. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S28"},{"id":"04582ea5-ff79-447c-966c-76ffbb2a2638","order":204,"text":"Governing law. This Agreement, and any dispute or claim arising out of or in connection with it, its subject matter or its formation, whether contractual or non-contractual, shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict-of-laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43334af0-ce96-491f-8edc-821191a44321","order":205,"text":"Negotiation and mediation. Before commencing any arbitration or proceeding, the Venturers shall attempt in good faith to resolve the dispute by negotiation between senior executives having authority to settle it, within twenty (20) days after written notice of the dispute. If the dispute is not so resolved, the Venturers shall submit it to non-binding mediation before a single mediator, administered by a recognized mediation provider and conducted in [City], the costs of which shall be shared equally. This requirement does not prevent a Venturer from seeking urgent injunctive or other interim relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90dcb408-8861-4412-931d-28b3bee002a0","order":206,"text":"Final resolution. Any dispute that is not resolved by mediation within sixty (60) days after the notice of dispute shall be finally resolved by binding arbitration, as provided below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1a82650f-b6c9-437c-ae04-90587f0dd287","order":207,"text":"Arbitration. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, before a single arbitrator, or before three arbitrators where the amount in dispute exceeds one million United States dollars (USD 1,000,000). The seat of the arbitration shall be [City], State of [Governing State]. The award shall be in writing, shall state the reasons upon which it is based, shall be final and binding upon the Venturers, and may be entered as a judgment in any court of competent jurisdiction. The arbitrator may award costs and reasonable attorneys' fees to the prevailing party. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1760daa1-9dd8-431c-8928-e8ce37dd3c2d","value":"binding arbitration","type":"add","operator":"="}]},{"id":"3163e366-e983-47cb-b9f4-f8c7ed235fed","order":208,"text":"Jurisdiction of the courts. Each Venturer irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in [City], State of [Governing State], waives any objection based upon venue or forum non conveniens, and consents to service of process in the manner provided for the giving of notices under this Agreement. The prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1760daa1-9dd8-431c-8928-e8ce37dd3c2d","value":"litigation before the courts","type":"add","operator":"="}]},{"id":"8bd8c7d8-2014-4c3a-94be-f6899e683564","order":209,"text":"Consolidation of related disputes. Where a dispute between the Venturers concerns a matter that is also the subject of a dispute or claim under the Prime Contract, either Venturer may require that the proceedings be consolidated or heard together, to the extent permitted by the Prime Contract and by the rules applicable to each proceeding, so as to avoid inconsistent findings, and the Venturers shall cooperate in the joint presentation of the position of the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"c6b704c8-0d30-4436-8359-6357bed6b2f6","value":"yes","type":"add","operator":"="}]},{"id":"6e3069a9-0fe1-466c-b25b-2d705adc894f","order":210,"text":"Waiver of jury trial. Each Venturer knowingly, voluntarily and intentionally waives, to the fullest extent permitted by applicable law, any right to a trial by jury in respect of any proceeding arising out of or relating to this Agreement or to the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c4c8745a-9391-4118-b347-e5d56d090b77","order":211,"text":"Continued performance. Except where this Agreement has been terminated, each Venturer shall continue to perform its obligations and to fund the Project during the pendency of any dispute, other than in respect of the specific obligation that is the subject of the dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"22204856-f651-41fe-b58d-4c949ea7909b","order":212,"text":"29. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24","sectionNum":"S29"},{"id":"5fa49dcf-197f-4b41-973c-c9793befe7be","order":213,"text":"Entire agreement. This Agreement, together with its schedules, constitutes the entire agreement between the Venturers with respect to the Project and supersedes all prior negotiations, understandings, memoranda of understanding, teaming agreements and representations, whether oral or written, relating to it. Each Venturer acknowledges that it has not relied upon any statement not set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2ec19f39-b49b-4421-9ce0-e4c2f896e920","order":214,"text":"Amendment and waiver. No amendment of this Agreement is effective unless made in writing and signed by both Venturers. No waiver of any provision is effective unless in writing and signed by the waiving Venturer, and no waiver of a breach operates as a waiver of any other or subsequent breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7519a9eb-9bd5-4fde-8ed4-be79a3871f8a","order":215,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6033d94e-78e5-4e50-9fb7-4ddef9b3fd8d","order":216,"text":"Relationship of the Venturers. Except for the limited-purpose partnership created by this Agreement in respect of the Project, nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the Venturers for any other purpose, and neither Venturer is the general agent of the other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbf68c9e-138b-4bfc-bb84-1f3c6955697d","order":217,"text":"No third-party beneficiaries. This Agreement is made for the benefit of the Venturers and their permitted successors and assigns, and confers no right upon any other person, except that the indemnified persons identified in this Agreement may enforce the indemnities given in their favor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"88d71642-5211-4e5b-be53-b5e425c80d80","order":218,"text":"Assignment. Except as expressly permitted by the Article entitled \"Transfer of Interests and Exit\", neither Venturer may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement, and any purported assignment in breach of this provision is void.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9df26de9-5b07-4b5e-903f-654f7800e253","order":219,"text":"Further assurances. Each Venturer shall execute such further documents and do such further acts as the other Venturer may reasonably require to give full effect to this Agreement, including filings required to register or dissolve the Joint Venture and documents required to perfect the ownership of intellectual property.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"beeb1ccc-28f5-470d-8e52-df982a874101","order":220,"text":"Counterparts and electronic signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same instrument. Signatures transmitted electronically, and electronic signatures complying with applicable law, have the same effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1da2121-06f7-4825-883e-f0a5d3f9ae44","order":221,"text":"Construction. The headings of the Articles are for convenience only and do not affect the interpretation of this Agreement. Words importing the singular include the plural and vice versa. The word \"including\" means \"including without limitation\". This Agreement shall be construed without any presumption against the Venturer that drafted it, the Venturers having negotiated it with the benefit of the opportunity to take independent legal advice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"67fc28a4-aecb-4eb0-bb52-b1722c8d2802","order":222,"text":"Successors and assigns. This Agreement binds, and inures to the benefit of, the Venturers and their respective permitted successors and assigns, including any Affiliate to which a Participating Interest is transferred in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8bea3b1-89e3-4861-8bca-53eacb93acf2","order":223,"text":"Time of the essence. Time is of the essence in the performance of the obligations of the Venturers under this Agreement, in particular as regards the funding of contributions and capital calls and the meeting of the programme for the Project.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9f4b31e5-a90e-4f4a-9bab-e279335cd1c9","order":224,"text":"Costs. Except as otherwise provided in this Agreement, each Venturer bears its own costs and expenses, including legal fees, incurred in connection with the negotiation and execution of this Agreement. Costs properly incurred for the Project after the Effective Date are costs of the Joint Venture.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"489d9bb0-f4f6-46aa-b56e-8a48aca68871","order":225,"text":"Schedules. The schedules to this Agreement form an integral part of it. In the event of a conflict between a schedule and the body of this Agreement, the body of this Agreement prevails, unless the schedule expressly states otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b6f835d7-5c0a-45cf-943f-661104ed341f","order":226,"text":"IN WITNESS WHEREOF, the Venturers have caused this Joint Venture Agreement to be executed by their duly authorized representatives as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"24"},{"id":"7fccecd0-d9b8-474a-b468-6f6e951a7a73","order":227,"text":"VENTURER ONE","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"d9bf829e-fcdc-44d4-b7b2-a0bc2f75ff8d","order":228,"text":"[Full legal name of Venturer 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_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"40d58c9d-5b4d-41bf-829c-814a6712fe91","order":233,"text":"VENTURER TWO","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"33d21aa6-5357-4631-a7d4-21099b8e110e","order":234,"text":"[Full legal name of Venturer Two]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"18","cflou":false,"active":true},{"id":"81abe917-7609-4532-8a96-7cb3bb55db39","order":235,"text":"By: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"734343e5-a549-49fa-87c6-e8a106262398","order":236,"text":"Name: [Name of the 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Venturers.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0c8b94d6-2a40-4c32-b96f-bbf74f2399a4","order":245,"text":"SCHEDULE B","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"20"},{"id":"c436f53f-6a46-4e83-b3c2-0e8fbb614f87","order":246,"text":"CONTRIBUTIONS AND PARTICIPATING INTERESTS","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"ee3dc270-acf2-4d6b-a620-68ac371e353d","order":247,"text":"Venturer One: cash contribution of USD [Amount]; Participating Interest of [Percentage] percent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"24eab918-574a-42f2-81b6-0f6d6ef588c6","order":248,"text":"Contribution in kind of Venturer One: [Description of the contribution in 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capital accounts of the Venturers maintained under the Article entitled \"Participating Interests, Profits and Losses\".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fd85e2c-076c-42cb-aaca-25b2552b44ac","order":252,"text":"SCHEDULE C","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true,"marginTop":"20"},{"id":"86cdd1c7-03c7-4782-a578-a0f0d4957f12","order":253,"text":"DIVISION OF WORK","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"31bd7bb4-8334-415c-8267-b4ccedc16ad7","order":254,"text":"Scope of work of Venturer One: [Scope of work]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0011b1cd-ef91-4750-85d4-62f7cc24ec60","order":255,"text":"Scope of work of Venturer Two: [Scope of work]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9c0bc3ff-ff2f-4cd3-94d4-dc042d85587d","order":256,"text":"Each Venturer shall perform the scope allocated to it in accordance with the Business Plan and Budget approved by the Management Committee. Any reallocation of scope between the Venturers is a Major Decision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]