Joint Venture Agreement (Sample)

THIS JOINT VENTURE AGREEMENT IS MADE the______ day of ________ 20______ BETWEEN:

(1)_________________ of ____________________ (the “First Joint Venture”); and

(2)_________________ of ____________________ (the “Second Joint Venture”) hereinafter called the “Joint Ventures”.

In consideration of the terms, conditions and covenants hereinafter set forth, the parties agree as follows:

1. The Joint Ventures hereby form a joint venture (the “Joint Venture”) for the purposes  

     of ___________________________________ and shall conduct business under the name

     __________________ at _________________.

2. The term of the Joint Venture shall be ________________________________ .

3. The capital of the Joint Venture shall consist of Tshs. ______________. The First Joint   Venture shall contribute Tshs.________________ and the Second Joint Venture shall contribute Tshs. _________, which shall be deposited in ________________________(Bank)  and shall be disbursed only upon the signature of all the Joint Ventures.

4. The profits and losses of the Joint Venture shall be determined in accordance with good accounting practices and shall be shared among the Joint Venture in proportion to their respective capital contributions.

5. ____________________________ shall have the sole discretion, management and entire control of the conduct of the business of the Joint Venture as the “Venture Manager.”

6. As compensation for his services the Venture Manager shall be paid Tshs.________ per __________ during the duration of the Joint Venture and shall be reimbursed for all reasonable expenses incurred in the performance of his duties as Venture Manager.

7. Each Joint Venture shall be bound by any action taken by the Venture Manager in good faith under this agreement. In no event shall any Joint Venture be called upon to pay any amount beyond the liability arising against him on account of his capital contribution.

8. The Venture Manager shall not be liable for any error in judgment or any mistake of law or fact or any act done in good faith in the exercise of the power and authority as Venture Manager, but shall be liable for gross negligence or wilful default.

9. The relationship between the Joint Ventures shall be limited to the performance of the terms and conditions of this agreement. Nothing herein shall be construed to create a general partnership between the Joint Venture, or to authorise any Venture to act as a general agent for another, or to permit any Joint Venture to bind the other except as set forth in this agreement, or to borrow money on behalf of another Joint Venture, or to use the credit of any Joint Venture for any purpose.

10. Neither this agreement nor any interest in the Joint Venture may be assigned without the prior written consent of the Joint Venture hereto.

11. This agreement shall be governed by and interpreted under the laws of Tanzania. Any claim arising out of or relating to this agreement, or the breach thereof, shall be settled by arbitration in accordance with the Arbitration Ordinance and judgment upon the award rendered by the Arbitrators(s) may be entered in court having jurisdiction thereof.

12. Any and all notices to be given pursuant to or under this agreement shall be sent to the party to whom the notice is addressed at the Joint Venture maintained by Joint Venture.

13. This agreement constitutes the entire agreement between the Joint Venture pertaining to the subject matter contained in it, and supersedes all prior and contemporaneous agreement, representations, warranties and understandings of the parties. No supplement, variation or amendment of this agreement shall be binding unless executed in writing by all the parties hereto. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute a continuing waiver. No waiver shall be binding unless in writing signed by the party making the waiver.

IN WITNESS OF WHICH the parties have signed this agreement the day and year first above written

___________________________                                 ______________________________

Signed by or on behalf of the First Joint venture            Signed by or on behalf of the Second Joint venture

_________________________________          _______________________________

in presence of (witness)                                               in presence of (witness)

Name ____________________________        Name ___________________________

Address___________________________       Address__________________________

_________________________________        ________________________________

Occupation________________________         Occupation _______________________