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Joint – Venture Agreement (Format)

Terms and Conditions / Agreement

This agreement made at Mumbai on this ------- Day of ------- 2005


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 of “DBA”

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 base.

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 to “TAJ”.

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.


Signed on behalf of



In the presence of :



Signed on behalf of :


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