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ICC Model Contract - Joint Venture 2018

International standard for Joint Venture agreements published 2018

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216 views

ICC Model Contract - Joint Venture 2018

International standard for Joint Venture agreements published 2018

Uploaded by

7nwwbbtkmn
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
You are on page 1/ 4

FOREWORD

INTRODUCTION
MAIN AGREEMENT FORM
SECTION I: SPECIAL CONDITIONS
SECTION II: GENERAL CONDITIONS
1 ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1 Wording of the Agreement

2 ARTICLE 2: FORMATION OF THE JOINT VENTURE


2.1 Object and Purposes
2.2 Administrative Office

3 ARTICLE 3: FINANCIAL PLANS, CONTRIBUTIONS,


PROFIT AND LOSS SHARING
3.1 Financial plans
3.2 Contributions
3.3 Warranties on Contributions
3.4 Profit and Loss Sharing and Distribution
3.5 Shared Assets
3.6 At the Termination of the Joint Venture:

4 ARTICLE 4: ORGANISATION AND DECISION MAKING


4.1 General Organization
4.2 Steering Committee
4.3 Project Management

5 ARTICLE 5: PRINCIPLES OF JOINT OPERATION


5.1 Good Faith and Fair Dealing
5.2 Duty to Inform and Co-operate
5.3 Exclusivity

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5.4 Same Regard to the Best Interests of the Joint Venture as to Individual Interests
of the Joint-Venture Members
5.5 Non-payment by Employer
5.6 No Authority to Represent
5.7 Prohibition of Corruption
5.8 Compliance with Applicable Laws and Standards of Ethics

6 ARTICLE 6: PREPARATION, SUBMISSION AND


ACCEPTANCE OF THE OFFER
6.1 Preparation of the Offer
6.2 Non-award of Contract

7 ARTICLE 7: SECURITIES
8 ARTICLE 8: INSURANCE
8.1 Work Insurance
8.2 Other Insurance

9 ARTICLE 9: FINANCIALS AND ACCOUNTING


9.1 Joint-Venture Account
9.2 Invoicing
9.3 Payments
9.4 Financing
9.5 Unpaid Working Capital
9.6 Accounts

10 ARTICLE 10: TAXES


10.1 Tax Obligations
10.2 Value-Added Tax
10.3 Taxation of the Joint Venture

11 ARTICLE 11: CONFIDENTIALITY


12 ARTICLE 12: LIABILITY
12.1 Liability towards the Employer and/or Third Parties

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12.2 Liability towards the other Joint-Venture Members
12.3 Liability of the Joint-Venture Project Management and Limitation of Liability
12.4 Exclusion of further Claims

13 ARTICLE 13: EXPULSION


13.1 Grounds for Expulsion
13.2 Procedure of Expulsion
13.3 Continuation of the Joint Venture
13.4 Use of Property
13.5 Liability for Work Provided
13.6 Liability for Damages
13.7 Execution by Substitution

14 ARTICLE 14: DURATION AND TERMINATION


14.1 Effective Date
14.2 Causes for Termination
14.3 Consequences of Termination

15 ARTICLE 15: CLAIMS, DISPUTE RESOLUTION AND


ARBITRATION
16 ARTICLE 16: CHOICE OF LAW
17 ARTICLE 17: MISCELLANEOUS
17.1 Duty to Mitigate
17.2 Assignment
17.3 Amendments
17.4 Communications in Writing
17.5 Written Form
17.6 Partial Invalidity, Omissions
17.7 Language of the Agreement, Correspondence, Documentation
17.8 Waivers

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17.9 Entire Agreement
17.10 Counterparts
17.11Announcements
17.12 Alleging Lack of Capacity
17.13 Waiver of Sovereign Immunity and Similar Privileges
17.14 Provisions to Continue

ANNEX 1: CONTRIBUTIONS
ANNEX 2: FINANCIAL PLANS
APPENDIX I: ICC ANTI-CORRUPTION CLAUSE

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