Joint Venture Agreement - Template, Sample Form Online Pro · UK-law

JOINT VENTURE AGREEMENT

(Executed as a Deed)

This DEED is made on the ________

1. PARTIES

(A) ________, a company incorporated and registered in England and Wales (Company Number: ________) whose registered office is at:

________

("the First Party"); and

(B) ________, a company incorporated and registered in England and Wales (Company Number: ________) whose registered office is at:

________

("the Second Party").

The First Party and the Second Party are together referred to as "the Parties" and each as a "Party".

BACKGROUND

(A) The Parties wish to establish and operate a joint venture, to be carried on through a private company limited by shares incorporated under the Companies Act 2006, on the terms and conditions set out in this Agreement.

(B) This Agreement records the terms upon which the Parties have agreed to co-operate and to regulate their relationship as shareholders of the Joint Venture.

THE PARTIES HEREBY AGREE as follows:

2. DEFINITIONS AND INTERPRETATION

2.1 Definitions. In this Agreement the following expressions shall have the following meanings unless the context otherwise requires:

(a) "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

(b) "Agreement" means this deed and any document which is supplemental to it or which is expressed to be collateral with it or which is entered into in accordance with it, including the Schedules;

(c) "Authorised Persons" means a Party's, and its Affiliates' (if applicable), officers, directors, members, partners, employees, consultants, agents, representatives or professional advisers;

(d) "Bribery Laws" means the Bribery Act 2010 and any associated guidance published under it, and any similar or equivalent laws in any other relevant jurisdiction;

(e) "Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England;

(f) "Commencement Date" means the date on which the Joint Venture is to commence, namely ________;

(g) "Companies Act" means the Companies Act 2006;

(h) "Confidential Information" has the meaning given to it in the clause entitled "CONFIDENTIALITY";

(i) "Contract Year" means each consecutive period of 12 months commencing on the Commencement Date;

(j) "Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of a company, and "Controls" and "Controlled" shall be construed accordingly;

(k) "Data Protection Legislation" has the meaning given to it in the clause entitled "DATA PROTECTION";

(l) "Force Majeure" has the meaning given to it in the clause entitled "FORCE MAJEURE";

(m) "Indemnified Party" and "Indemnifying Party" have the meanings given to them in the clause entitled "INDEMNITY";

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(o) "Joint Venture" means ________;

strong>(p) "Know-how" means any inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

(q) "Losses" means all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including consequential, direct, indirect, special or incidental loss, legal and other professional fees, costs and expenses, fines, penalties, interest and loss of profit or any other form of economic loss, including loss of reputation);

(r) "Notice of Election" has the meaning given to it in the clause entitled "INDEMNITY";

(s) "Period of the Agreement" means the period from ________ until ________ or until this Agreement is terminated earlier in accordance with its terms;

(t) "Representatives" has the meaning given to it in the clause entitled "CONFIDENTIALITY";

(u) "TP Claim" has the meaning given to it in the clause entitled "INDEMNITY"; and

(v) "VAT" means value added tax chargeable under the Value Added Tax Act 1994.

2.2 Interpretation.

(a) Words importing one gender include all other genders, and words importing the singular include the plural and vice versa.

(b) Where two or more persons are included within the expression "the First Party" or "the Second Party", or any variation thereof, the obligations of such Party under this Agreement shall be binding jointly and severally on them.

(c) A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and vice versa.

(d) A reference to any statute or statutory provision shall include any subordinate legislation made under it and shall be construed as a reference to that statute, provision or subordinate legislation as amended, re-enacted, modified or extended from time to time.

(e) Where any obligation in this Agreement is expressed to require a Party not to do an act or thing, that obligation shall include an obligation not to permit or suffer such act or thing to be done.

(f) Any reference to the consent or approval of a Party means the consent or approval of that Party given in writing and signed by or on behalf of that Party.

(g) Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

3. PERIOD OF THE AGREEMENT AND BACKGROUND TO THE JOINT VENTURE

3.1 The Joint Venture shall commence on ________ and shall continue in force until ________, whereupon it shall automatically terminate, unless terminated earlier by the Parties in accordance with clause 6.

3.2 The First Party's business operations are as follows:

________

3.3 The Second Party's business operations are as follows:

________

4. STRUCTURE, INVESTMENT, VALUATION, CONTROL, PROFITS AND LOSSES

4.1 The Parties agree that the Joint Venture shall be carried on through a private company limited by shares to be called ________ (Company Number: ________), incorporated under the Companies Act 2006, whose registered office is at:

________

4.2 The business of the Joint Venture shall be:

________

4.3 The Parties agree that the Joint Venture shall take the form of a private limited company and that they shall procure that the articles of association of the Joint Venture are adopted and (where inconsistent with this Agreement) that, as between the Parties, this Agreement shall prevail to the extent permitted by law.

4.4 Each Party agrees to contribute the following upfront and ongoing investment to the Joint Venture:

First Party initial contribution: ________, with an ongoing contribution of:

________

Second Party initial contribution: ________, with an ongoing contribution of:

________

4.5 Based on the agreed current valuation of £________, the ownership of the Joint Venture and its assets shall be divided between the Parties as follows:

(a) ________ shall own ________% of the Joint Venture; and

(b) ________ shall own ________% of the Joint Venture.

4.6 The profits and losses of the Joint Venture shall be shared between the Parties in the proportions of their respective shareholdings set out in clause 4.5, save as otherwise agreed in writing between the Parties.

4.7 Any distribution of profits by way of dividend shall be made only in accordance with Part 23 of the Companies Act 2006 and only to the extent that the Joint Venture has sufficient distributable profits.

5. OBLIGATIONS

5.1 During the Period of the Agreement, the First Party shall use its reasonable endeavours to fulfil the obligations set out in the Schedule entitled "First Party Obligations".

5.2 During the Period of the Agreement, the Second Party shall use its reasonable endeavours to fulfil the obligations set out in the Schedule entitled "Second Party Obligations".

5.3 At all times during the Period of the Agreement, the Parties shall promote the interests, name and reputation of the Joint Venture and shall use their reasonable endeavours to develop its business through maintaining regular contact with potential and existing customers, users, contractors and any other persons who may engage or interact with the Joint Venture.

5.4 At all times during the Period of the Agreement, the Parties shall act in good faith towards one another and shall not conduct themselves in a manner detrimental to the interests of the Joint Venture. Each Party shall disclose to the other any actual or potential conflict between its own interests and those of the Joint Venture as soon as such conflict becomes apparent.

6. TERMINATION

6.1 This Agreement may be terminated by either Party giving not less than the following period of notice in writing to the other Party: ________, such notice not to expire prior to: ________.

6.2 Either Party may terminate this Agreement at any time by giving notice in writing to the other Party if:

(a) the other Party commits a material breach of this Agreement which is not remediable;

(b) the other Party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;

(c) the other Party fails to pay any amount due under this Agreement on the due date and such amount remains unpaid within 14 days after written notice that the payment is overdue; or

(d) any consent, licence or authorisation held by the other Party is revoked or modified such that the other Party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

6.3 Either Party may terminate this Agreement at any time by giving notice in writing to the other Party if that other Party:

(a) stops carrying on all or a significant part of its business, or indicates that it intends to do so;

(b) is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or the non-defaulting Party reasonably believes that to be the case;

(c) becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

(d) has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

(e) has a resolution passed for its winding up;

(f) has a petition presented to any court for its winding up or an application made for an administration order, or any winding-up or administration order is made against it;

(g) is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of being commenced;

(h) has a freezing order made against it;

(i) is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

(j) is subject to any events or circumstances analogous to those described above in any other jurisdiction; or

(k) takes any step in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described above, including giving notice for the convening of any meeting of creditors, issuing an application at court, filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to enter into an insolvency process.

6.4 Either Party may terminate this Agreement by giving not less than 60 days' notice in writing to the other Party if the other Party undergoes, or it is reasonably anticipated will within 60 days undergo, a change of Control.

6.5 The right of a Party to terminate under clause 6.3 shall not apply to the extent that the relevant procedure is entered into for the purpose of a solvent amalgamation, reconstruction or merger where the resulting entity agrees in writing to adhere to this Agreement.

6.6 If a Party becomes aware that any event has occurred, or circumstances exist, which may entitle the other Party to terminate this Agreement under this clause, it shall immediately notify the other Party in writing.

6.7 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either Party up to the date of termination, nor any provision expressly or by implication intended to continue in force after termination.

7. DISPUTE RESOLUTION

7.1 Any dispute arising between the Parties out of or in connection with this Agreement shall be dealt with in accordance with this clause.

7.2 The dispute resolution process may be initiated at any time by either Party serving written notice on the other Party that a dispute has arisen, including reasonable information as to its nature.

7.3 The Parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedure:

(a) within 7 days of service of the notice, the dispute managers of the Parties shall meet to discuss and attempt to resolve the dispute; and

(b) if the dispute is not resolved within 14 days of the first meeting, the matter shall be referred to the senior dispute managers (or persons of equivalent seniority), who shall meet within 7 days to discuss and attempt to resolve it.

7.4 The format for resolving the dispute shall be left to the reasonable discretion of the Parties, but may include the preparation and submission of statements of fact or position.

7.5 Until the Parties have completed the steps referred to above and failed to resolve the dispute, neither Party shall commence formal legal proceedings, save that either Party may at any time seek urgent interim or injunctive relief from the courts.

7.6 A list of the respective dispute managers and senior dispute managers shall be provided by and to all Parties on the Commencement Date, and each Party shall be responsible for notifying the other of any changes to the list.

8. ANTI-BRIBERY

8.1 For the purposes of this clause, the expressions "adequate procedures" and "associated with" shall be construed in accordance with the Bribery Act 2010 and any guidance published under it.

8.2 Each Party shall ensure that it, and each person referred to below, does not by any act or omission place the other Party in breach of any Bribery Laws, and shall comply with all applicable Bribery Laws in connection with the performance of this Agreement.

8.3 Each Party shall have in place adequate procedures to prevent any breach of this clause and shall ensure that the following persons comply with this clause:

(a) all of its personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries;

(b) all others associated with it; and

(c) each person employed by or acting for or on behalf of any of those persons, in connection with this Agreement.

8.4 Without limitation, each Party shall not, in connection with the performance of this Agreement, make or receive any bribe (as construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, whether in the United Kingdom or elsewhere.

8.5 A Party shall immediately notify the other as soon as it becomes aware of a breach, or possible breach, of any requirement of this clause.

8.6 Any breach of this clause by a Party shall be deemed a material breach of this Agreement that is not remediable and shall entitle the other Party to terminate this Agreement immediately by written notice.

9. DATA PROTECTION

9.1 For the purposes of this clause, the terms "Personal Data", "controller", "processor", "data subject", "process", "processing" and "personal data breach" shall have the meanings given to them in the Data Protection Legislation. "Data Protection Legislation" means all applicable laws relating to the processing of Personal Data and privacy, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, in each case as amended or replaced from time to time.

9.2 Each Party shall comply with all applicable requirements of the Data Protection Legislation in connection with the performance of its obligations under this Agreement. This clause is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.

9.3 Each Party shall ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

9.4 Each Party shall promptly notify the other of any personal data breach, or of any complaint, notice or communication received from a data subject or any supervisory authority (including the Information Commissioner's Office) which relates to the processing of Personal Data under or in connection with this Agreement.

9.5 Neither Party shall transfer any Personal Data outside the United Kingdom unless it has taken all such measures as are necessary to ensure the transfer complies with the Data Protection Legislation.

10. CONFIDENTIALITY

10.1 Each Party undertakes that it shall keep confidential any information of a confidential nature concerning the other Party and its Affiliates, including details of its business, affairs, customers, clients, suppliers, plans or strategy ("Confidential Information"), and that it shall not use or disclose the other Party's Confidential Information to any person except as permitted under this clause.

10.2 Subject to this clause, a Party may:

(a) disclose Confidential Information to any of its employees, officers, representatives or advisers ("Representatives") who need to know it for the purposes of performing the Party's obligations under this Agreement, provided that the disclosing Party ensures that each such Representative is aware of its confidential nature and complies with this clause as if it were a Party;

(b) disclose Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority or any other authority of competent jurisdiction; and

(c) use Confidential Information only to perform its obligations under this Agreement.

10.3 To the extent any Confidential Information constitutes Personal Data, it may be disclosed or used only to the extent such disclosure or use does not conflict with the clause entitled "DATA PROTECTION".

10.4 Each Party recognises that any breach or threatened breach of this clause may cause irreparable harm for which damages may not be an adequate remedy, and accordingly the non-defaulting Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damage.

10.5 This clause shall bind the Parties during the Period of the Agreement and following termination.

11. INDEMNITY

11.1 Each Party (the "Indemnifying Party") shall, to the extent that a claim does not arise from the negligence or wilful default of the other Party or any of its Authorised Persons, indemnify and keep indemnified on demand and hold harmless the other Party (the "Indemnified Party") and its Authorised Persons from and against all Losses suffered or incurred arising out of or in connection with:

(a) any act or omission by the Indemnifying Party or any of its Authorised Persons that is in breach of this Agreement;

(b) any breach of the warranties set out in the clause entitled "WARRANTIES"; and

(c) any third party claim relating to the activities of the Joint Venture to the extent that such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons.

11.2 Nothing in this Agreement limits or excludes a Party's liability under the indemnities given by it in this clause.

11.3 Where the Indemnifying Party is liable to make a payment under this clause and that payment is itself liable to taxation in the hands of the Indemnified Party, the amount of the indemnity payment shall be increased so as to ensure that the Indemnified Party receives (after applicable taxes) the same amount it would have received had no such taxes been levied.

11.4 The following procedures shall apply to any third party claim:

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(b) the Indemnified Party shall not make any admission or agreement in relation to any TP Claim without the Indemnifying Party's prior written consent (save where required by court order or governmental regulation), and the amount due under the relevant indemnity shall be reduced to the extent the Indemnified Party makes any such admission or agreement without consent.

11.5 If the Indemnifying Party does not deliver a Notice of Election, fails to defend the claim in time, or ceases to defend it, the Indemnified Party shall have the right to defend the claim in such manner as it deems appropriate, provided the Indemnifying Party is not thereby prejudiced.

11.6 Nothing in this clause shall reduce the requirement of the Party claiming an indemnity to mitigate any Losses.

12. WARRANTIES

12.1 Each Party represents and warrants that it has the requisite power and authority to enter into this Agreement and any other agreement required for the operation of the Joint Venture, and to grant to the other Party the rights contemplated in this Agreement.

12.2 Each Party warrants that, as at the Commencement Date, it is not subject to any unspent criminal conviction or ongoing criminal investigation relevant to its ability to perform this Agreement, and acknowledges that the existence of any such conviction or investigation discovered by the other Party shall constitute a valid ground to terminate this Agreement.

13. LIMITATION OF LIABILITY

13.1 The extent of the Parties' liability under or in connection with this Agreement (regardless of whether arising in tort, contract or otherwise, and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.

13.2 The Parties agree that the limitations in this clause are reasonable given their respective commercial positions and their ability to obtain insurance in respect of the risks arising under this Agreement.

13.3 Subject to this clause, the liability of each Party to the other shall not exceed:

(a) £________ (________) in respect of any one claim or series of related claims; and

(b) £________ (________) in each Contract Year in respect of all claims in that Contract Year.

13.4 Subject to this clause, neither Party shall be liable for any consequential, indirect or special loss.

13.5 Subject to this clause, neither Party shall be liable for any of the following (whether direct or indirect):

(a) loss of profit;

(b) loss of or corruption to data;

(c) loss of use;

(d) loss of production;

(e) loss of contract;

(f) loss of commercial opportunity;

(g) loss of savings, discount or rebate (whether actual or anticipated); or

(h) harm to reputation or loss of goodwill.

13.6 The limitations of liability in this clause shall not apply in respect of any indemnities given by either Party under this Agreement.

13.7 Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

13.8 Notwithstanding any other provision of this Agreement, the liability of the Parties shall not be limited in any way in respect of:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

(d) breach of section 2 of the Consumer Protection Act 1987;

(e) any other liability which cannot lawfully be excluded or limited; or

(f) any losses caused by wilful misconduct.

14. FORCE MAJEURE

14.1 In this clause, "Force Majeure" means an event or sequence of events beyond a Party's reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.

14.2 A Party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:

(a) promptly notifies the other of the Force Majeure event and its expected duration; and

(b) uses reasonable endeavours to minimise the effects of that event.

14.3 If, due to Force Majeure, a Party is or is likely to be unable to perform a material obligation, or is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than ten Business Days, the other Party may terminate this Agreement on not less than four weeks' written notice.

15. CONFLICTS WITHIN THE AGREEMENT

15.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

(a) the terms and conditions in the main body of this Agreement; and

(b) any Schedules.

15.2 Subject to the above order of priority, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency.

16. ENTIRE AGREEMENT

16.1 This Agreement and any documents entered into pursuant to it constitute the entire agreement between the Parties and supersede all previous agreements, understandings and arrangements between them, whether written or oral, in respect of its subject matter.

16.2 Each Party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty not expressly set out in this Agreement. No Party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

16.3 Nothing in this Agreement limits or excludes any liability for fraud.

17. NOTICES

17.1 Any notice or other communication given by a Party under this Agreement shall:

(a) be in writing and in English;

(b) be signed by, or on behalf of, the Party giving it (except for notices sent by email); and

(c) be sent to the relevant Party at the address set out below.

17.2 Notices may be given, and are deemed received:

(a) by hand: on receipt of a signature at the time of delivery;

(b) by Royal Mail Recorded Signed For post: on the second Business Day after posting;

(c) by Royal Mail International Tracked & Signed post: on the fourth Business Day after posting; and

(d) by email: at the time of transmission, or, if sent after 5.00 pm on a Business Day, on the next Business Day.

17.3 Notices and other communications shall be sent to:

(a) ________, for the attention of ________ at:

________

Email: ________

(b) ________, for the attention of ________ at:

________

Email: ________.

17.4 Any change to the contact details of a Party shall be notified to the other Party in accordance with this clause and shall be effective on the date specified in the notice, or, if no date is specified, 14 Business Days after the notice is deemed received.

17.5 All references to time are to the local time at the place of deemed receipt.

17.6 This clause does not apply to notices given in legal proceedings.

18. ANNOUNCEMENTS

18.1 Subject to clause 18.2, no announcement or other public disclosure concerning this Agreement or any matter contained in it shall be made by, or on behalf of, a Party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed). The Parties shall consult on the form, content and manner of release of any such announcement.

18.2 If a Party is required to make an announcement or public disclosure by law, any court, any governmental, regulatory or supervisory authority or any other authority of competent jurisdiction, it may do so, and shall:

(a) notify the other Party as soon as reasonably practicable on becoming aware of such requirement, to the extent permitted to do so;

(b) make the relevant announcement after consultation with the other Party so far as reasonably practicable; and

(c) take into account all reasonable requirements of the other Party as to its form, content and manner of release, so far as reasonably practicable.

19. FURTHER ASSURANCE

Each Party shall, at the request and cost of the other, do all acts and execute all documents necessary to give full effect to this Agreement.

20. VARIATION

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each Party.

21. ASSIGNMENT

21.1 No Party may assign, transfer, charge, subcontract or otherwise dispose of any right or obligation under this Agreement, in whole or in part, without the other Party's prior written consent (such consent not to be unreasonably withheld or delayed).

21.2 Notwithstanding clause 21.1, a Party may perform any of its obligations and exercise any of its rights through any Affiliate, provided it gives the other Party prior written notice identifying the relevant Affiliate. Each Party agrees that any act or omission of its Affiliate in relation to that Party's rights or obligations shall be deemed to be an act or omission of that Party.

22. SET-OFF

Except as expressly set out in this Agreement, each Party shall pay all sums it owes to the other Party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as required by law.

23. NO PARTNERSHIP OR AGENCY

The Parties are independent businesses and are not partners, principal and agent or employer and employee, and this Agreement does not establish any partnership within the meaning of the Partnership Act 1890 nor any trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it.

24. EQUITABLE RELIEF

Each Party recognises that any breach or threatened breach of this Agreement may cause the other Party irreparable harm for which damages may not be an adequate remedy, and accordingly, in addition to any other remedies, each Party agrees that the other Party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damage.

25. SEVERANCE

25.1 If any provision of this Agreement (or part of a provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision shall not be affected.

25.2 If any provision (or part of a provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it were deleted or modified, the provision shall apply with such deletion or modification as may be necessary, and the Parties shall negotiate in good faith to agree a mutually acceptable alternative provision.

26. WAIVER

26.1 No failure, delay or omission by either Party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of it, nor preclude or restrict any future exercise of that or any other right, power or remedy.

26.2 No single or partial exercise of any right, power or remedy shall prevent any future exercise of it or of any other right, power or remedy.

26.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving Party, and then only in the instance and for the purpose for which it is given.

27. COMPLIANCE WITH LAW

Each Party shall comply, and (at its own expense unless expressly agreed otherwise) shall ensure that in the performance of its duties under this Agreement its employees, agents and representatives comply, with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent directly caused or contributed to by a breach of this Agreement by the other Party (or its employees, agents and representatives).

28. COUNTERPARTS

28.1 This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all counterparts together shall constitute one and the same instrument.

28.2 A Party may evidence its execution of this Agreement by transmitting by email a signed signature page in PDF format together with the final version of this Agreement, which shall constitute an original signed counterpart. Each Party adopting this method shall provide the original hard-copy signed signature page to the other Party as soon as reasonably practicable.

29. COSTS AND EXPENSES

Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement (and any documents referred to in it).

30. THIRD PARTY RIGHTS

A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

31. GOVERNING LAW AND JURISDICTION

31.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

31.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

This Agreement, consisting of this and the preceding pages together with the Schedules annexed hereto, has been executed as a deed and is delivered on the date stated at the beginning of it.

EXECUTED AS A DEED

_______________________________
Signed by ________ (in the capacity of ________)
for and on behalf of ________
in the presence of:

_______________________________
Date

_______________________________
Signature of Witness

_______________________________
Name of Witness (BLOCK CAPITALS): ________

Address of Witness: ________

Occupation of Witness: ________

_______________________________
Place of Signing

_______________________________
Signed by ________ (in the capacity of ________)
for and on behalf of ________
in the presence of:

_______________________________
Date

_______________________________
Signature of Witness

_______________________________
Name of Witness (BLOCK CAPITALS): ________

Address of Witness: ________

Occupation of Witness: ________

_______________________________
Place of Signing

Schedule 1 – First Party Obligations

The First Party shall have the following obligations in relation to the Joint Venture during the Period of the Agreement:

________

Schedule 2 – Second Party Obligations

The Second Party shall have the following obligations in relation to the Joint Venture during the Period of the Agreement:

________