Tài liệu Joint venture contract pdf

1.2 “Charter” shall mean the charter of Company to be executed by the Vietnamese Party and the Foreign Party in accordance with this JV Contract.. 3.3 The Company shall be entitled to op

Revised JV contract

DATED _, _

JOINT VENTURE CONTRACT

between

A COMPANY

and

B COMPANY

TABLE OF CONTENT

CHAPTER I - GENERAL 4

ARTICLE 1: DEFINITIONS 5

ARTICLE 2: AGREEMENT TO CONVERSION OF THE COMPANY 6

ARTICLE 3: NAME AND ADDRESS OF THE COMPANY 6

ARTICLE 4: LIMITED LIABILITY AND JURIDICAL STATUS OF THE COMPANY 6

ARTICLE 5: CHARTER 7

ARTICLE 6: EFFECTIVE DATE 7

CHAPTER II - OBJECTIVES AND SCOPE OF ACTIVITY OF THE COMPANY 7 ARTICLE 7: OBJECTIVES AND SCOPE OF BUSINESS OF THE COMPANY 7

ARTICLE 8: PROJECT IMPLEMENTATION SCHEDULE 7

CHAPTER III - CAPITAL OF THE COMPANY 8

ARTICLE 9: CAPITAL OF THE COMPANY 8

ARTICLE 10: REDUCTION, INCREASE OF THE CHARTER CAPITAL 8

ARTICLE 11: ASSIGNMENT OF SHARES 9

CHAPTER IV - RESPONSIBILITIES OF EACH PARTY 9

ARTICLE 12: RIGHTS AND OBLIGATIONS OF THE COMPANY 9

ARTICLE 13: RESPONSIBILITIES OF THE PARTIES 9

ARTICLE 14: WARRANTS AND REPRESENTATIONS OF THE PARTIES 11

CHAPTER V - FINANCE OF THE COMPANY 11

ARTICLE 15: FINANCIAL OBLIGATIONS 11

ARTICLE 16: DIVISION OF PROFITS 11

ARTICLE 17: TAX OBLIGATIONS 11

ARTICLE 18: FOREIGN EXCHANGE 12

ARTICLE 19: BANK ACCOUNT 12

ARTICLE 20: INSURANCE 12

CHAPTER VI - ACCOUNTING AND STATISTICS 12

ARTICLE 21: ACCOUNTING AND STATISTICS 12

ARTICLE 22: AUDIT 13

ARTICLE 23: FISCAL YEAR 13

CHAPTER VII - MEMBERS’ COUNCIL, MANAGEMENT AND STAFF 13

ARTICLE 24: MEMBERS’ COUNCIL 13

ARTICLE 25: MANAGEMENT OFFICE 14

ARTICLE 26: RECRUITMENT OF PERSONNEL 15

CHAPTER VIII - DISSOLUTION, LIQUIDATION OF THE COMPANY, AND TERMINATION OF THE JV CONTRACT 15

ARTICLE 27: DISSOLUTION OF THE COMPANY 15

ACTICLE 28: LIQUIDATION OF THE COMPANY 15

ARTICLE 29: TERMINATION OF THE JV CONTRACT 15

CHAPTER IX - OTHER PROVISIONS 16

ARTICLE 30: CLAIMS FOR DAMAGES 16

ARTICLE 31: SETTLEMENT OF DISPUTES 16

ARTICLE 32: FORCE MAJEURE 17

ARTICLE 33: CONFIDENTIALITY 17

ARTICLE 34: CIRCUMSTANCES NOT STIPULATED IN THE JV CONTRACT AND IN THE CHARTER 17

ARTICLE 35: NO WAIVER 18

ARTICLE 36: LANGUAGE OF THE JV CONTRACT 18

ARTICLE 37: AMENDMENTS AND MODIFICATIONS OF THE JV CONTRACT .18

ARTICLE 38: GOVERNING LAWS 18

ARTICLE 39: SEVERABILITY 18

ARTICLE 40: NOTICES 19

19

ARTICLE 41: HEADINGS 19

ARTICLE 42: SIGNING 19

JOINT VENTURE CONTRACT

BASED ON:

1) Law on Investment, passed by National Assembly of Vietnam on 29 November

2005;

2) Decree No 108/2006/ND-CP dated 22 September 2006 guiding a number of articles

of Law on Investment;

3) Other relevant laws and regulations

This Joint Venture Contract is made and signed on this day of 30 March 2007 in Vietnam

by and between the following Parties:

A THE VIETNAMESE PARTY

Company Name: A Company

Head Office: [ ]

Telephone: [ ]

Authorized Representative: [ ]

Title: [ ]

Nationality: [ ]

ID No.: [ ]

(Hereinafter referred to as the “Vietnamese Party”)

B THE FOREIGN PARTY

Company Name: B Company

Head Office: [ ]

Telephone: [ ]

Facsimile: [ ]

E-mail: [ ]

Authorised Representative: [ ]

Title: [ ]

Nationality: [ ]

Passport No.: [ ]

(Hereinafter referred to as the “Foreign Party”).

The Parties hereto have mutually agreed to sign this Joint Venture Contract (Hereinafter

referred to as the “JV Contract”) with the terms and conditions hereunder set forth:

CHAPTER I - GENERAL

ARTICLE 1: DEFINITIONS

In this JV Contract, the following words and terms shall have the meanings as ascribed to them hereinafter:

1.1 ''Members’ Council” shall mean the Members’ Council of Company as defined in

Article 24 hereinafter

1.2 “Charter” shall mean the charter of Company to be executed by the Vietnamese

Party and the Foreign Party in accordance with this JV Contract

1.3 ''Dong” shall mean the lawful currency of Vietnam.

1.4 “Feasibility Study” means the written analysis of the feasibility of the Project

prepared by the Parties and attached to the Investment License Application

1.5 “Foreign Party” shall mean B Company.

“Vietnamese Party” shall mean A Company.

1.6 “Parties” shall mean the Vietnamese Party and the Foreign Party collectively; and

“Party” shall mean either of the Vietnamese Party or the Foreign Party, as the

context requires

1.7 “Investment Licence” shall mean the investment license issued by the Licensing

Authority or a competent authority in Vietnam for the establishment and the operation of Company

1.8 “Investment Certificate” shall mean the investment certificate issued by the

Certificate Issuing Authority for approval on the re-registration of the Company

1.9 “JV Contract” shall mean this Joint Venture Contract concluded by the Parties for

the purpose of establishing Company and all annexes, agreements, schedules and documents attached hereto

1.10 “Laws of Vietnam” shall mean relevant laws, regulations and any other legal

writings of the Socialist Republic of Vietnam as amended or re-enacted from time

to time

1.11 “Licensing Authority” shall mean Hanoi People’s Committee and/ or a competent

authority of Vietnam, which is responsible for the approval and issuance of the Investment License within its authority under the Laws of Vietnam

1.12 “Certificate Issuing Authority” shall mean Department of Investment and

Planning or any competent authority of Vietnam, which is responsible for issuance

of the Investment Certificate within its authority under the Laws of Vietnam

1.13 “Project” shall mean the project on “production, manipulation, processing and sale

of high quality fashion jewellery” which are jointly carried out by the Parties

1.14 “Total Investment Capital” shall mean the capital to be employed by Company for

implementation of the Project, comprising of its fixed and working capital, including loans necessary for its operations

1.15 “Loan Capital” shall mean the loan capital specified in Article 9 hereof.

1.16 “Charter Capital” shall mean the charter capital specified in Article 9 hereof.

1.17 ''USD'' shall mean the lawful currency of the United States.

1.18 “Vietnam” shall mean the Socialist Republic of Vietnam.

ARTICLE 2: AGREEMENT TO CONVERSION OF THE COMPANY

The Parties, in accordance with the applicable laws, hereby agree to re-register the existing joint venture company Accordingly, the Company shall be conversed into a limited liability company having two members or more.

ARTICLE 3: NAME AND ADDRESS OF THE COMPANY

3.1 The name of Company in Vietnamese is “X Company”.

The name of Company in English is “X Company”.

The transaction name of Company is “X”.

3.2 The legal address of Company’s office and workshop will be at _

3.3 The Company shall be entitled to open branch(s) and/ or representative office(s) in

the provinces and cities in Vietnam, subject to the considerations of Company, with the approval of the Members’ Council, the Certificate Issuing Authority or other competent authorities of Vietnam under the laws

3.4 The Company may, upon the decision of the Members’ Council, change its head

office or any branch office and establish branch offices or other places of business

in Vietnam or elsewhere

ARTICLE 4: LIMITED LIABILITY AND JURIDICAL STATUS OF THE COMPANY

4.1 The Company is a limited liability company having the juridical person status,

under the Laws of Vietnam with the effect from the date of the Investment Certificate During the course of its operation, Company shall observe with the Laws of Vietnam, the provisions of the JV Contract, the Charter and the Investment Certificate All activities of Company and the respective interests of the Parties shall be protected by the Laws of Vietnam

4.2 The Parties shall not be liable for any debts or obligations of Company except:

a) Only up to the amount of its respective subscribed contributions in the Charter

Capital of Company as required from time to time in accordance with this

JV Contract and shall have no liability to Company or to any third party; or

b) For any other debts or obligations as are expressly assumed by the Parties

under this JV Contract

4.3 Subject to the foregoing limitation of liabilities, the Parties shall share the profits,

losses and risks in the ratio of Foreign Party is _percent ( %) and Vietnamese Party is percent ( %)

ARTICLE 5: CHARTER

The Company has its Charter in order to enable its legal conduct of operation If any discrepancy is found between this JV Contract and the Charter, then the provisions in this

JV Contract shall prevail and the Parties shall take all appropriate actions to have the Charter amended so that it is consistent with this JV Contract If mandatory law or regulation prohibits amendment of the Charter, the Parties agree that the Charter shall to the greatest extent possible and permitted by law be construed in accordance with the JV Contract and the Parties’ intentions, alternatively the Parties shall take all appropriate actions to reach an alternative solution, which is in accordance with the JV Contract and the Parties’ intentions

ARTICLE 6: EFFECTIVE DATE

6.1 This JV Contract shall become effective upon the date of execution as first written

above and replace all and any previous documents on the same subject issue

6.1 This JV Contract shall remain in force and effect until the expiration of the project

term or earlier termination thereof by the Parties in accordance with the terms and conditions hereof and the laws of Vietnam

CHAPTER II - OBJECTIVES AND SCOPE OF ACTIVITY OF THE COMPANY ARTICLE 7: OBJECTIVES AND SCOPE OF BUSINESS OF THE COMPANY

7.1 The Parties agree to establish Company for a profitable business, strengthening of

market position and improvement of competitiveness The objectives and scope of business of Company are _

7.2 The objectives and scope as set out in Article 7.1 are subject to the terms and

conditions of this JV Contract and the Charter

ARTICLE 8: PROJECT IMPLEMENTATION SCHEDULE

8.1 The Parties shall unanimously agree to apply to the Certificate Issuing Authority for

the term of years for the project commencing from date of the Investment Licence This term can be extended in the future, subject to the agreement of the Parties and the approval of Certificate Issuing Authority

8.2 The concrete Project implementation schedule shall be prepared and agreed upon by

the Parties, and implemented in a prompt and appropriate manner to serve Company’s benefits and purposes in accordance with this JV Contract and the Charter

CHAPTER III - CAPITAL OF THE COMPANY ARTICLE 9: CAPITAL OF THE COMPANY

9.1 Total Investment Capital

The Total Investment Capital of the Project shall be USD ( _US Dollars)

9.2 Charter Capital of Company

The Charter Capital of Company shall be USD ( _US Dollars)

9.3 Contributions of the Parties

Foreign party shall contribute USD ( US Dollars) which is equal to percent ( %) of the Charter Capital in the form of cash, machinery and equipment

Vietnamese party shall contribute USD ( US Dollars) which is equal to percent ( %) of the Charter Capital in the form of cash, machinery and equipment

9.4 Loan Capital

During process of activities, the Company may be obtain loans, borrowings or other means of financing from the Parties, bank or other credit or financial institutions in Vietnam or abroad, in compliance with the procedures as required by the Laws of Vietnam, as contribution to the Total Investment Capital to meet operational demands of Company

ARTICLE 10: REDUCTION, INCREASE OF THE CHARTER CAPITAL

10.1 During the process of its operation, Company shall not be entitled to reduce the

amount of its Charter Capital Any increase in the Charter Capital of Company shall require the unanimous approval of the Members’ Council and shall be submitted to the Certificate Issuing Authority for approval

10.2 In case where it is necessary to increase the Charter Capital of the Company, the

Members’ Council shall consider increasing the Charter Capital by reinvestment of the earned profits of Company or by calling for new capital contribution from the Parties or by calling a third party to joint into the Company Any increase charter capital must be subject to the unanimous consent of the Members’ Council and approval of the Certificate Issuing Authority

ARTICLE 11: ASSIGNMENT OF SHARES

11.1 Notwithstanding the provisions of this Agreement, both Parties undertake that the

Vietnamese Party shall transfer all its remaining capital contributed in Company

to the Foreign Party within _ years from the date of this Agreement without any payment of the Foreign Party and arrange for all execution of relevant documents

to fulfill the requirement of laws on this assignment

11.2 No Party shall pledge or mortgage any of its capital contributed in Company, nor

otherwise use such capital as collateral or for any other purpose

CHAPTER IV - RESPONSIBILITIES OF EACH PARTY ARTICLE 12: RIGHTS AND OBLIGATIONS OF THE COMPANY

The Company shall have the rights, obligations set out in the Investment Certificate and any amendment thereof, or in any other license granted or to be granted to Company by the Certificate Issuing Authority or any other competent authority in Vietnam, and in accordance with the Laws of Vietnam

ARTICLE 13: RESPONSIBILITIES OF THE PARTIES

Each Party shall fulfill its obligations and abide by the terms of this JV Contract and the Charter of Company, and shall carry out its respective responsibilities as below:

13.1 Responsibilities of the Vietnamese Party

a) To negotiate with local authorities regarding essential juridical aspects and

of official approvals of Company from any competent authorities in Vietnam;

b) To provide fully and in a timely manner its Charter Capital Contribution for

Company as set forth in this JV Contract;

c) To take care of all local arrangements that relating to operation of

Company, and to support Company in dealing with the relevant Government agencies on issues and formalities relating to the operation of Company;

d) To assist Company to obtain all necessary permissions, including, without

limitation, all entry permits, visas, working permits and travel permits for all expatriate personnel working for Company, comprising a part of Company’s management or performing services for Company;

e) To introduce and assist Company in selecting and recruiting the qualified

Vietnamese staffs for working for in Company;

f) To appoint the representatives to the Members’ Council, and assist the

Members’ Council in management and operation of Company;

g) To provide necessary information on the demand for and availability of

products in the local market and recommend measures for achieving effectiveness of the business operation of Company;

h) To observe strictly the confidentiality provisions as stated in Article 33 of

this JV Contract;

i) To take whatever steps and measures as may be necessary to assist the

Foreign Party to repatriate its shared profits from Company in accordance with the terms and conditions of this JV Contract;

j) To assist solving other problems when reasonably requested by Company

13.2 Responsibilities of the Foreign Party

a) To provide the Vietnamese Party with all necessary documents as required

by the Laws of Vietnam in order to complete the application for the Investment Certificate;

b) To provide fully and in a timely manner its Charter Capital Contribution for

Company as set forth in this JV Contract;

c) To assist Company in setting up and implementing a quality assurance

system at the expenses of Company;

d) To organize the training and skill transfer program for the selected

Vietnamese staff at the expenses of Company and under the terms and conditions to be agreed with Company;

e) To assist Company in marketing Company’s business activities;

f) To assist Company in sourcing, selecting, supplying and approving all raw

materials that cannot be sourced locally To assist in selecting and approving the local raw materials to be used for manufacture of the Products;

g) To provide all the adequate and necessary assistance, advice expertise and

information related to the development and management of Company;

h) To appoint the representatives to the Members’ Council, and assist the

Members’ Council in management and operation of Company;

i) To assist solving other problems when reasonably requested by Company