Model Joint Venture Agreement.docx

1、Model Joint Venture AgreementMODEL JOINT VENTURE AGREEMENTJOINT VENTURE AGREEMENTBETWEENINNOVATIVE TECHNOLOGIES, INC. OFCHARLOTTESVILLE, VIRGINIAUNITED STATES OF AMERICAANDTHE UNITED COMPUTER AND SOFTWARE ENTERPRISES OF MEXICOJOINT VENTURE AGREEMENTEntered into this _ day of _, 1994, By and Between

2、United Computer and Software Enterprises of Mexico on the one hand (hereinafter called UNITED); and Innovative Technologies, Inc., a corporation organized and existing under the laws of the State of Virginia, United States of America, with its principal office at Charlottesville, Virginia, U.S.A., a

3、nd Innovative Technologies, Ltd. (Europe) Ltd., a corporation organized and existing under the laws of the United Kingdom (IT (Europe) on the other hand (hereinafter collectively called IT).W I T N E S S E T H WHEREAS, UNITED and IT (hereinafter collectively called the parties) have entered into two

4、 memoranda of agreement dated June 18, 1994, for the procurement and transfer of computer technology; and WHEREAS, UNITED and IT desire to create the basis for a close and long-term relationship and, therefore, wish to establish an Equity Joint Venture in the form of a Limited Liability Joint Owners

5、hip Company to be know as Mexico-United States Computer Systems (hereinafter called the Joint Venture or the Company) in which both parties will have ownership interests and rights; and WHEREAS, the purpose of the Joint Venture is to own and operate a facility in Mexico for the assembly and manufact

6、ure of certain electronic products as hereinafter defined; and WHEREAS, it is the intention of the parties that financing for their agreed upon equity contributions to the Joint Venture will be guaranteed for each party by the Foreign Trade Bank of Mexico; and WHEREAS, UNITED is prepared to provide

7、land and construct a building or buildings appropriate for such a facility, as well as to provide other assistance and services necessary to accomplish the purpose of the Joint Venture; and WHEREAS, in order to accomplish the foregoing IT is prepared to equip and assist in the construction, installa

8、tion and erection of such a facility and to assist in the training of technicians, machine operators, supervisors and other management personnel for the operation and management of such a facility; and WHEREAS, IT is prepared to furnish to the Joint Venture certain licenses, know-how and technical a

9、ssistance, as well as machines and processes, to be used in the production of such products; andWHEREAS, IT is willing to grant to the Joint Venture the right to assemble and manufacture such products under IT trademarks, which are the sole and exclusive property of IT; and WHEREAS, it is the desire

10、 of the parties that IT (Europe) shall have the exclusive rights to market all of the products produced by the Joint Venture, both in the Mexico and in overseas markets, as set forth in the Marketing Agreement attached hereto as Annex A. NOW, THEREFORE, in consideration of the mutual covenants and o

11、bligations hereinafter set forth, the parties agree as follows:ARTICLE IDEFINITIONS 1.1. Definitions: The following terms shall have the following meanings: 1.1.1. Agreement. This Joint Venture Agreement, together with the following Annexes hereto and any amendments as may later be adopted pursuant

12、to Paragraph 11.7 hereof: Annex A Joint Venture Marketing Agreement Annex B Joint Venture Articles of Association Annex C Joint Venture By-laws Annex D List of Trademarks, trade names, service names, devices and registration particulars of IT Products 1.1.2. Plant. The facility for the production of

13、 the Products as further described in Paragraph 1.1.3. hereof, together with related storage areas, utility areas, access routes and other structures, which are used by the Joint Venture Company in the activities contemplated hereunder. The Plant shall consist of at least three separate areas or bui

14、ldings: one area or building where the HAL 69 Desk Top Computer and Video Scroller Terminal will be assembled, a second area or building where the multilayer printed circuit board process facility will be located, and a third area or building where floppy diskettes and Canterbury disk drives will be

15、 assembled or fabricated. 1.1.3. Products. The finished items to be assembled and manufactured by the Joint Venture consisting of: (a) The HAL 69 Desk Top Computer (b) The Video Scroller Terminal (c) Multilayer Printed Circuit Boards (d) Canterbury Disk Drives (e) Floppy Diskettes 1.1.4. Know-how. T

16、he technical data, drawings, designs, instructions, specifications, trade secrets and manufacturing information (except Trademarks, as hereinafter defined) owned and used by IT or its subsidiaries in the manufacture, production and quality control of the Products. Know-how shall also mean improvemen

17、ts covering the manufacture, production and quality control of the Products, including advancements or extensions of the aforesaid which are developed in the normal course of business and which do not constitute essentially new technology which would require a substantial alteration in the practice

18、of Know-how as it is then being followed by IT. 1.1.5. Trademarks. Those trade names, service marks, trademarks, devices and registration particulars listed in Annex D hereof, as it may be amended from time to time. 1.1.6. Major Decisions. A Major Decision is any decision having or likely to have a

19、material impact on the economic viability of the Company or affecting or likely to affect the general policy of the Company, including, without limitation, amendment of the Articles of Association; termination and dissolution of the Joint Venture; merger of the Joint Venture; equity and capital expa

20、nsions; approval of or modification of the Companys budgets or initial five (5) year operations and production plan; production increases or decreases; increases in wages or a change in prices; conclusion of third-party contracts; borrowings, loans and financings; establishment of new factories; pur

21、chase or sale of major machinery or capital assets; acquisition of industrial property rights; changes in management structure or policies; prosecution, defense or settlement of arbitration, litigation or conciliation; and any other decisions of similar importance. 1.2 Precedence Clause 1.2.1. In th

22、e event that there is any discrepancy or ambiguity between the various documents which together constitute this Agreement, as specified in Paragraph 1.1.1., the basic document styled the Joint Venture Agreement shall take precedence over all other documents. As amongst the Annexes, the order in whic

23、h they are listed in Paragraph 1.1.1. shall determine the order of precedence. Thus Annex A, the Joint Venture Marketing Agreement, shall take precedence over Annex B, the Articles of Association, which in turn shall take precedence over Annex C, the By-Laws, and so forth. 1.2.2. Amendments to any o

24、f the documents comprising this Agreement shall have the same order of precedence as the document being amended.ARTICLE IIOBJECT AND SCOPE 2.1. The object of this Agreement is the establishing of an Equity Joint Venture in the form of a Limited Liability Joint Ownership Company to equip, construct,

25、manage and operate the Plant to be established in Mexico for the assembly and manufacture of Products. The Joint Venture intends to market all of its Products solely through IT (Europe) which will have exclusive marketing rights all over the world including Mexico with all profits to be shared equal

26、ly by the Joint Venture and IT (Europe) as set forth in the Marketing Agreement.ARTICLE IIIFORMATION OF JOINT VENTURE COMPANY 3.1 Capitalization. 3.1.1. The initial equity capital of the Joint Venture Company is Forty Five Million Two Hundred Thousand United States Dollars (U.S. $45,200,000), to be

27、committed and contributed in the proportion of seventy five percent (75%) for UNITED and twenty five percent (25%) for IT. ITs contribution to the equity of the Joint Venture consists of Eleven Million Three Hundred Thousand United States Dollars (U.S. $11,300,000). UNITEDS contribution to the equit

28、y of the Joint Venture consists of Thirty-Three Million Nine Hundred Thousand Dollars (U.S. $33,900,000). 3.1.2. The equity capital will be paid in by each party within thirty (30) days of any call or calls made by the Board of Directors. The Board may, at its discretion, require the equity capital

29、to be paid all at once or in installments. 3.1.3. It is agreed that the Foreign Trade Bank of Mexico will guarantee each partys financing of its respective equity capital, and that this Agreement is subject to obtaining such guarantees. If the guarantee is exercised against Foreign Trade Bank of Mex

30、ico by either partys lending entity, then Foreign Trade Bank of Mexico shall have the right to that partys share of profits in the Joint Venture, until such time as the amounts owed to the Foreign Trade Bank of Mexico are paid off. 3.2. Non-transferability of Ownership Interests. Neither party to th

31、is Joint Venture may assign all or part of its equity interest and ownership rights except that IT may transfer or assign all or part of its equity interest and ownership rights in the Company to IT (Europe) or any other subsidiary or affiliate (any entity in which IT owns at least forty percent (40

32、%) equity or which owns at least forty percent (40%) of the equity of IT). 3.3. Limited Liability. 3.3.1. Neither IT nor UNITED shall be individually liable for the debts or obligations of the Joint Venture, or for any claim for losses or damages caused by the Joint Venture, except to the extent of their contributions to equity as specified in Paragraph 3. 1. above. 3.3.2. shall be liable to the other except for acts, omissions to act or decisions constituting gross negligence or bad faith,