Joint Venture Agreement—Financial

Joint Venture Agreement—Financial Deed Format

This agreement is made this ……………… day of ……………… 2000 between AMCO inc incorporated under appropriate laws of the United States of America having its office at 3 Broadway, New York (hereinafter referred to as AMCO) of the One Part and INDCO Ltd. a company registered under the Companies Act 1956 and carrying on business at 100 Netaji Subhas Road, Calcutta 700 001 (hereinafter referred to as the INDCO) of the Other Part.

WHEREAS the parties herein have agreed to carry on business of manufacturing of and dealing in Computers, its accessories, Softwares and Hardwares in collaboration with each other.

AND WHEREAS the parties have agreed that for better organisational, financial and marketing of the said goods the parties herein would float or incorporate a new company to which the parties herein would give all financial assistance along with technical know-how to make the venture a success.

Now therefore this agreement witnesseth and the parties hereby agree as follows:

1. The new company will be incorporated in India with the name calco ltd. or any modification thereof.

2. The Memorandum and Articles of Association of the new company would be prepared and filed with the Registrar of Companies West Bengal and would be registered subject to the modifications the Registrar of Companies might suggest.

3. The new company will have an Authorised Share Capital of Rs. 100 lakhs divided into one lakh equity shares of Rs. 100 each.

4. AMCO will subscribe to 49% of the shares in the new company and INDCO will subscribe to the extent of 51% of the shares in the new company.

5. The shares would be issued as fully paid-up.

6. The consideration for issue of 49% of the shares of new company to AMCO will he mainly in cash and partly by way of supply of plant, machinery, equipments, know-how and technical services to be rendered by AMCO to the said new company.

7. The management of the new company would be governed by the provisions in the Memorandum and Articles of Association of new company.

8. AMCO will render, inter alia, following assistance to the new company:

(a) it will make available know-how of manufacturing and sourcing of raw materials, marketing finished products including exporting the same to Global markets;

(b) it will depute technicians to study the operations of said company’s plant and machinery, production and sales mechanism and train Indian personnel of the new company in all the phases of acquiring raw materials, manufacturing products, marketing the same and exporting to foreign countries;

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(c) it will allow use of its patent rights, Trade Marks, and other exclusive rights so that the products of new company can be sold and compete in the world market.

9. AMCO will buy from new company its products to the extent of 60% at the cost plus 40% basis or the market price whichever is higher.

10. INDCO shall make available to the new company its own know-how, business contacts, sources of raw materials and equipments, financing from Banks, Financial Institutions and other sources, personnel recruitment, rendering administrative, fiscal and legal services and obtaining factory sites, and office premises for the new company.

11. The pre-incorporation expenses in promotion of the new company will be shared by AMCO and INDCO in the proportion of 49% and 51% respectively.

12. The pre-incorporation expenses so borne will be paid and recovered from the new company and the new company when incorporated will ratify and consent to such payment.

13. This agreement is subject to obtaining all necessary permissions, approvals and consent of Government of India and other authorities.

14. This agreement shall be governed by the laws of India.

15. All disputes and differences in relation to this agreement will be decided by the Indian Chamber of Commerce of Arbitral proceedings to be held in Calcutta and its decision shall be final and binding on both parties to the agreement.

In witness whereof the parties hereto have signed, sealed and delivered these Presents on the day, month and year first above-written.

Signed, sealed and delivered by

Mr. …………………… pursuant

to Board Resolution of AMCO inc.

dated …….………… in Calcutta