Contoh Joint Venture Agreement

This Joint Venture Agreement (the “Agreement”) is made and entered into on the __ day of _____________ , in Jakarta, Indonesia, by and between:

1.              [_______]Pte Ltd, a company incorporated in the [_______], and whose registered address is at [_______], Singapore (hereinafter referred to as “[_______]”); and

2.              PT [_______], a limited liability company incorporated in Indonesia and whose registered office is at [_______], Indonesia (hereinafter referred to as “PT [_______]”).

Borets and Petrosa are collectively referred to as the “Parties” and each one of them as a “Party”.

WITNESSETH:

A.             WHEREAS, the Parties acknowledge that [_______].

B.             WHEREAS, by taking into consideration the prevailing law and regulations in the Republic of Indonesia and prior approval from relevant government authority  the Parties acknowledge that [_______].

C.            WHEREAS, it is the common intention of the Parties herein to carry not only the Project but also various potential projects in Indonesia which will be conducted by the Parties. The Parties have agreed to regulate the affairs of the Parties and the respective rights and obligations of the said Parties, on the terms and subject to the conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and premises, the Parties agree to enter into this Agreement to document their agreements as stipulated in the above recital pursuant to the following terms and conditions:

1.             DEFINITIONS

1.1.      In this Agreement unless the subject or context otherwise requires:

[_______]

[_______]

[_______]

1.2.      In this Agreement:

(a)            words importing the singular include the plural and vice versa;

(b)           words importing a gender may be construed as importing any other gender as the context requires; and

(c)            references to persons shall be construed as including references to an individual, firm, company, corporation, trust, unincorporated body of persons or any state or government or any agency thereof.

1.3.      Headings are for ease of reference only and have no legal effect. References to Articles and Schedules are to the Articles of and schedules attached to this Agreement.

1.4.      Any reference to a statutory provision shall include such provision as from time to time modified, amended or re-enacted so far as such modification, amendment or re-enactment applies or is capable of applying to any transactions entered into hereunder

2.             EFFECTIVE DATE AND TERM

This Agreement shall have effect from the first above written date (“Effective Date”) and shall, subject to the Parties’ continuing obligations under this Agreement, continue in effect until the latest to occur of:

(a)            2 (two) years since the Effective Date; or

(b)           The termination of the [XXX] Contract and final settlement of its rights and obligations have been made among the Parties; or

(c)            All obligations, claims, arbitrations and lawsuits have been settled in accordance with this Agreement.

3.             JOINT VENTURE

3.1.         Formation

[_______]Pte Ltd and PT[_______] with effect from the Effective Date shall be bound to form a Joint Venture in respect of the Projects upon the terms and conditions contained in this Agreement. The Parties hereby waive and release all rights to challenge the validity and binding effect of this Agreement, except in the case of termination of this Agreement pursuant to the terms and condition hereof.

3.2.         Objective

By taking into consideration the prevailing law and regulations and the permits and licenses from the authorized government agency or official, the Parties hereby restate the purpose and objective of the Joint Venture is to manage and to operate the Projects in accordance with the terms and conditions of this Agreement.

3.3.         Obligations of the Parties

In consideration of the mutual obligations of the Parties herein contained, and except as the Parties may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Parties will exercise their powers in relation to the Joint Venture so as to ensure that the Projects:

(a)        will proceed and its affairs conducted properly and efficiently; and

(b)       will comply strictly and expeditiously with the provisions of this Agreement and the [XXX] Contract.

3.4.         Responsibility of the Parties

3.4.1.   In relation to the Projects, [_______]Pte Ltd shall be responsible for the following:

(a)            be responsible for the performance of the Projects;

(b)           shall provide all the financial support that are necessary for the performance of the Projects;

(c)            shall use the consultation services and local support provisions that provided by [_______] to [_______] under this Agreement;

(d)           shall prioritize [_______] to provide local support and services for activities of [_______] in Indonesia; and

(e)            [_______] may act as the subcontractor to [_______] for specific opportunities or projects.

3.4.2.   In relation to the Projects, PT[_______] shall be responsible for the following:

(a)            shall be the preferred (priority) partner to provide local support and services for activities of [_______] in Indonesia in performing the Projects, upon the terms and conditions which will be stipulated under the service agreement and/or rental agreement, including but not limited to provide the following services:

-                Provision of manpower;

-                Provision of vehicles;

-                Provision of generator sets for specific project;

-                Logistic services;

-                Training services for various oilfield requirements; and

-                Supplier of consumables.

(b)           shall guide and provide administrative support and facilitate [_______] in order to establish a legal entity in Indonesia [JVC];

(c)            shall guide and support in administrative functions for [JVC] pertaining to involve in various tenders, contracts and dealing with clients and the Government of Indonesia;

(d)           shall assist [_______] to maintain relationship with Government of Indonesia and clients at all levels;

(e)            shall guide and advise in local decision making including but not limited to determine the best locations for prospective facilities, background information on prospective suppliers, partners and competitors;

(f)            shall support in negotiations with the Government of Indonesia, local suppliers, partners and competitors;

(g)            in the event required under the regulations of Republic Indonesia, [_______] will assist [_______] to obtain any permits or approvals from Directorate General in regard to the tools or equipments to be used in performing the [XXX] Project; and

(h)           in the event required under the regulations of Republic Indonesia, [_______] will assist [_______] to obtain permit or approval from Department of Manpower and Transmigration in regard to the foreign manpower or [_______] personnel to be placed in the territory of Republic Indonesia to perform the [XXX] Project.

3.5.         Participating Interest

3.5.1.   During the period of this Agreement, unless otherwise agreed by the Parties, the participating interest of [_______]Pte Ltd and PT[_______] in the Joint Venture shall be as follows:

(a)        [_______]Pte Ltd - 49% (forty nine percent); and

(b)       PT[_______] - 51% (fifty one percent).

3.5.2.   Unless otherwise provided in this Agreement, all rights and interests of the Parties in and under this Agreement, shall be owned by the Parties in accordance with their respective percentage of participating interest.

3.5.3.   Unless otherwise provided in this Agreement, the obligations of the Parties under this Agreement and all costs, liabilities and expenses derived from the operation of the Projects shall be borne by [_______].

3.6.         Joint Bank Account

3.6.1.   The Parties shall open a joint bank account in Indonesia or other country that will be agreed by the Parties (“Joint Bank Account”).

3.6.2.   Unless otherwise provided in this Agreement, all revenues of the Projects shall be deposited into the Joint Bank Account.

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