8/4/2019 JV Agreement for Primaco Projects

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MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter called as an MOU) is made on this________ day of _________________ 2011 by an between:

(ABC), is a Designer / Architect / Consultant company duly organized and existing under theLaws of (Country), having its principal office at (Address) (hereinafter referred to asABC),

AND

Echo West International (Pvt.) Ltd. , a company duly organized and existing under Laws ofthe Islamic Republic of Pakistan, having its principal office at 113/E-1, Gulberg III, Lahore,Pakistan (hereinafter referred to as EWI).

WHEREAS, (Client) (hereinafter called the Employer) has invited contractors to submit aProposal for the Construction of(Project Name) (Project)

WHEREAS, ABC and EWI (hereinafter individually called the Party and collectively calledthe Parties), desire to submit the Tender for the Projects in the form of a Joint Venture. Thename of the Joint Venture is EWI-ABC JV (hereinafter called EWI-ABC).

NOW THEREFORE, the Parties hereto agree to cooperate with each other as follows:

1. PRINCIPAL OF COOPERATION

The Parties shall cooperate in the form of a Joint Venture for this Design / Build(Turnkey -Project). The Parties warrant each other exclusivity of their cooperationand shall not enter into any kind of similar MOU with any other party for the Projectsexcept in case especially agreed in writing. Each Party shall fully cooperate with eachother and exchange all information with respect to this Proposal.

The object of the EWI-ABC JV is: a) To bid for the Project Name tendered by

Employer; b) to perform the temporary / permanent works of Project Name if thetender is awarded to EWI-ABC.

2. SCOPE OF THE PARTIES IN THE JV

EWI will be responsible for the entire construction of the Project in line with the termsand conditions and the specifications of the Contract.

ABC will be responsible to provide Conceptual Design, Detailed Design andConsultancy Services for the Project in line with the terms and conditions and thespecifications of the Contract.

3. TERMS OF MOU & LIABILITIES OF THE PARTIES

The Parties shall be jointly and severally liable to the Employer for any and allmatters related to the Proposal for the Project.

If the JV is awarded the Project(s) by Client it shall be jointly binding on the Parties inaccordance with the terms of this MOU and they shall thereupon enter into contractwith Client and shall faithfully perform and observe all terms and conditions thereofto each other and to the Client.

Parties furthermore commit themselves that in case they are awarded the contract,

the Parties shall enter into a more detailed JV Agreement replacing this one depictingevery issue in managing the JV in complying with the Contract which could havebeen addressed in this Pre-bid MOU.

8/4/2019 JV Agreement for Primaco Projects

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4. RESPONSIBILITIES OF EACH PARTY UP TO THE BIDDING

Each Party shall bear its own cost and expenses required for participating in theBidding of the Project until the official announcement of successful Parties is madeby the Employer.

Each party shall prepare its own Bidding documents based on the requirements ofthe Bidding Documents and necessarily discuss with each other to adjust thecontents of the Bidding Documents for submission to the Employer, if necessary.

5. MANAGING PARTY and JV ORGANIZATION & MANAGEMENT

It is hereby agreed between the parties that ________ shall act as the Leader of theJV.

The Leader is authorized to act on behalf of the Joint Venture during Proposalsubmission and coordination with the Employer from the time of PrequalificationSubmission up to the announcement of the successful Parties.

6. PERSON IN CHARGE AND PRINCIPAL PLACE OF BUSINESS OF THE JOINTVENTURE

During the Bidding Process, any communication and all notices from the Employerand others concerning to the Projects shall be addressed to the Following:

__________________________________________________________________________________

`7. CONFIDENTIALITY

Each Party shall treat the information in relation to this MOU and the Projects as wellas all or any submission to the Employer as confidential and shall not disclose orcause it to be disclosed to any other party whatsoever or use it for any purpose otherthan for the implementation of this Agreement without the written consent of the other

Party.

8. LANGUAGE

All correspondences, documents and communications either verbal or writtenbetween the Parties shall be in English Language.

9. ARBITRATION

All disputes arising out of or in connection with or related to this Agreement shall befinally settled in ________________________ Under ___________________.

10. Effectiveness

This Agreement shall take effect upon the signatures made by all Parties and shallnot be terminated by any of the parties hereto until any of the following eventsoccurs:

a) The Employer decides that the bidding process for the project is cancelled.b) The Parties sign another agreement to entirely replace this Agreement.c) By unanimous decision of the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by the duly

authorized representatives on the date first above written.

Signed by: _________________________For and on behalf ofABC

Signed by: _________________________For and on behalf ofEcho West