Joint – Venture Agreement (Format)
Terms and Conditions
This agreement made at Mumbai on this ------- Day of
M/S Taj Pharmaceuticals Ltd., a company incorporated
under the Companies Act 1956, with it Registered Office
at 434, Laxmi Plaza, Lakshmi Industrial Estate, New
Link Road, Andheri West, Mumbai 400 053, India (hereinafter
referred to as “TAJ” which expression shall unless repugnant
to the context or meaning thereof be deemed to include
its successors and assigns on the ONE PART
Mr………………….. an individual entrepreneur, the Designated
Business Associate” a resident of India residing at
…………………………………………………, hereinafter referred to as “DBA”
which expression shall unless repugnant to the context
or meaning thereof be deemed to include his successors
and assigns on the OTHER PART.
1) Whereas “DBA” has approached “TAJ” expressing his
interest to associate with the Company in the capacity
of a Business Associate to be based in the overseas
sector with an intent to be based at (Country) representing
that he has adequate experience and exposure to conduct
business in that particular country provided “TAJ” assists
him in the process of setting up the requisite infrastructures
for the smooth running of business in that country.
2) “TAJ” has agreed to assist “DBA” in setting up the
requisite infrastructures for the smooth conduct of
business in that country.”
3) “TAJ”, during the personal interview of the “DBA”
which was conducted in its Mumbai Corporate Office,
having screened the candidature of “DBA”, has prima
facie found him to be suitable and a prospective associate
and thus has assigned him the position, duties and responsibilities
4) “DBA” has conveyed his willingness to contribute
a sum of authorized capital money as in shares while
registration of the company & by way of shareholdings
to “TAJ’ and “TAJ” has conveyed willingness to issue
Share Certificates of the Company to equate the contribution
of the authorized capita as per the norms of the government
& companies registration authorities.
5) “TAJ” has agreed to bear all expenses of “DBA” such
as traveling, ticketing & accommodation in his overseas
6) “TAJ” has, further, agreed to induct “DBA” as a
Director of “TAJ” as a token of recognition of his involvement
and association with the Company.
7) “DBA” has agreed to complete the process of setting
up basic infrastructures at his foreign base within
a period of one month from the date of this agreement.
8) “DBA” agrees to evolve his own effective marketing
skills and strategies for promotion of “TAJ” products
at his base country to derive maximum business output
from that country. Development and efficient conduct
of business of “TAJ” in the Overseas Country shall be
the sole responsibilities of “DBA”.
9) “DBA” agrees to master the prevalent market trends
in the foreign country where he is being placed in charge
to derive maximum advantage of his being stationed there,
with speed and efficacy.
10) “TAJ” agrees to ship consignments worth Rs.4-5
million to the “DBA” for promotion in the overseas base
and throughout the country where he shall be placed
as in charge.
11) “DBA” is required to take all measures and precautions
for the safety and safeguard of the stock at his disposal
as per norms in force at the base country and is called
upon to exercise total prudence in the execution of
his assignment as “DBA”.
12) The responsibility of safeguard, security and disposal
of goods shall be that of “DBA” and he shall be responsible
for the accounting and all related details of such stocks
13) “DBA” shall be required to submit details of stock
disposed off and stock held, remittances realized, etc.
to “TAJ” on a fortnightly basis.
14) Recoveries against transactions which the “DBA”
shall conduct with he customers in his base country
shall be his own responsibility and it shall be binding
for the “DBA” to make onward remittances of such recoveries
to “TAJ” in foreign currency strictly in conformity
with the guidelines of Director General Foreign Trade,
(India) and the Reserve Bank of India.
15) “DBA” will ensure maximum economy in the conduct
of business in his assigned country.
16) “DBA” hereby agrees to devote his entire time,
energy and concentration for the development of business
of “TAJ” with total dedication and shall not to indulge
in any other business except that of “TAJ”
17) “TAJ” agrees to part with 50% of the net profit
generated out of the business from the assigned country
to “DBA” while the remaining 50% shall be retained to
the corpus of “TAJ”.
18) “TAJ” shall be reviewing the progress and growth
of this arrangement periodically and if any anomaly
or lack of usefulness is observed in this arrangement,
shall be at liberty to convene a joint meeting of the
Directors, analyze shortcomings and even after giving
adequate opportunity to “DBA” for remedying, if the
situation is found to be beyond correction, may decide
to terminate the arrangement for the benefit of Company’s
growth and progress.
19) In the event of termination of the arrangement,
“DBA” shall cease to be a Director of the Company by
resolve, but, if he desires, may continue his association
as a stake holder to match his financial contribution.
20) In the event of “DBA” deciding to severe his connections
with “TAJ” , his stake holdings shall be made over to
him as per prevalent share values along with Profits
by way of Dividends as applicable.
21) Validity : This Agreement shall be valid for a
period of Five Years from today, on which the same shall
be reviewed. If the arrangement is found to be profitable,
the same can be renewed for a further tenure with mutual
understanding. If however, it is felt that the yield
is not in par with the potentiality of the Country,
“TAJ” retains the right to appoint alternate Business
Associate, in place of the present “DBA” keeping the
interest of the Company in view.
22) JURISDICTION: All disputes or differences whatsoever
which may at any time hereafter arise between the parties
of this Agreement or the subject matter thereof, or
arising out of or in relation thereto respectively and
whether as to the construction or otherwise shall be
referred to a single arbitrator in case the parties
can agree upon one or otherwise to two arbitrators (one
to be appointed by each party to the differences) in
accordance with the subject to the provisions of the
Indian Arbitration Act, 1940 or any statutory modification
or enactment thereof for the time being in force. All
proceedings in such arbitration should be held in Mumbai
and not elsewhere and the award or awards in such arbitration
may be made a rule of the appropriate court in Mumbai
at the instance of either party.
IN WITNESS WHEREOF THE PARTNERS HERETO HAVE EXECUTED
THESE PRESENTS THE DAY, MONTH AND YEAR FIRST ABOVEWRITTEN.
Signed on behalf of
TAJ PHARMACEUTICALS LTD.
In the presence of :
Signed on behalf of :