Joint Venture Agreement

JOINT VENTURE AGREEMENT

This DEED is made on: ________

1. PARTIES:

A. ________ (Company Number: ________) whose registered office is at:

________

("the First Party")

B. ________ (Company Number: ________) whose registered address is at:

________

("the Second Party")

The Parties have AGREED AND DO HEREBY AGREE as follows:

2. DEFINITIONS AND INTERPRETATIONS

A. Definitions:

I. "Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity;

II. "Agreement" means these presents and any document which is supplemental thereto or which is expressed to be collateral therewith or any document which is entered into in accordance with this Agreement;

III. "Authorised Persons" means a party's, and its Affiliates (if applicable) officers, directors, members, partners, and any of their employees, consultants, agents, representatives or professional advisers;

IV. "Bribery Laws" means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and any similar or equivalent laws in any other relevant jurisdiction;

V. "Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England;

VI. "Commencement Date" means the formal date on which the joint venture will commence, i.e. ________;

VII. "Confidential Information" has the definition given to it in the clause titled "CONFIDENTIALITY";

VIII. "Contract Year" means each consecutive period of 12 months commencing from the Commencement Date;

IX. "Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the joint venture and "Controls" and "Controlled" shall be interpreted accordingly;

X. "Force Majeure" has the definition given to it in the clause titled "FORCE MAJEURE";

XI. "Indemnified Party" and "Indemnifying Party" have the definitions given to them in the clause titled "INDEMNITIES";

XII. "Intellectual Property Rights" means any copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;

XIII. "Joint Venture" means ________;

XIV. "Know-how" means any inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);

XV. "Losses" means all damages, liabilities, demands, costs, expenses, claims, actions and proceedings (including all consequential, direct, indirect, special or incidental loss or punitive damages or loss, legal and other professional fees, cost and expenses, fines, penalties, interest and loss of profit or any other form of economic loss (including loss of reputation));

XVI. "Notice of Election" has the meaning given in the clause titled "INDEMNITY";

XVII. "Period of the Agreement" means the period from ________ until ________ or such time that this Agreement is terminated in accordance with the terms herein contained;

XVIII. "Representatives" has the meaning given in the clause titled "CONFIDENTIALITY";

XIX. "TP Claim" has the meaning given in the clause titled "INDEMNITY"; and

XX. "VAT" means value added tax, as defined by the Value Added Tax Act 1994.

B. Interpretations:

I. Words which import the neuter gender only shall include the masculine and feminine genders; words importing the masculine gender only shall include the feminine gender and vice versa.

II. Words which import the singular only shall also include the plural and vice versa; where two or more persons are included in the expressions "the First Party" and "the Second Party", or any variation thereof, obligations contained within this agreement which are to be made by such a relevant Party shall be binding jointly and severally on them and their respective representatives and executors.

III. Words importing persons include companies and vice versa.

IV. Reference to any Act of Parliament shall include any modification, reenactment, amendment or extension thereof for the time of it being in force and shall also include all orders, plans, regulations, directions, permissions, bye-laws and instruments for the time being made, issued or given thereunder or deriving validity therefrom.

V. Where any obligation placed on a Party under this agreement provides for the Party not to do an act or thing this shall include an obligation not to permit such act or thing to be done and to prevent any such act or thing being done by a third party.

VI. Any reference to the necessary consent or approval of a Party or words and phrases with similar effect shall mean the consent or approval of that Party in writing executed by or on behalf of that Party.

3. PERIOD OF THE AGREEMENT AND BACKGROUND TO JOINT VENTURE

A. The Joint Venture is expected to commence from ________ and shall continue in force until ________ whereupon it shall automatically terminate, unless terminated earlier by the parties in accordance with clause 6 of this agreement.

B. The First Party's business operations are as follows:

________

C. The Second Party's business operations are as follows:

________

4. STRUCTURE, INVESTMENT, VALUATION, CONTROL, PROFITS AND LOSSES

A. The parties have agreed that the Joint Venture will be called ________ (Company Number: ________) whose registered office is at:

________

B. The business operations of the Joint Venture will be as follows:

________

C. All parties agree that the Joint Venture will take the following form: A limited Company.

D. Each party agrees to contribute the following upfront and ongoing investment to the Joint Venture:

1st party contribution: ________ with an ogoing investment of:

________

2nd party contribution: ________ with an ongoing investment of:

________

E. Based on the agreed current valuation of £________ the ownership of the Joint Venture and its assets shall be split between parties is as follows:

I. ________ shall own the following percentage of the Joint Venture: ________%

II. ________ shall own the following percentage of the Joint Venture: ________%

F. Any profits and losses within the Joint Venture shall be split between the parties equally.

5. OBLIGATIONS

A. During the Period of the Agreement, the First Party shall use its best reasonable efforts to fulfil the obligations set out in the Schedule entitled "First Party Obligations".

B. During the Period of the Agreement, the Second Party shall use its best efforts to fulfil the obligations set out in the Schedule entitled "Second Party Obligations".

C. At all times during the Period of the Agreement, the Parties shall promote the interests, name and reputation of the Joint Venture and endeavour to the best of their abilities to promote the Joint Venture through engaging in regular and maintaining constant contact with potential and known customers, users, contractors and any other persons who may engage or interact with the Joint Venture.

D. At all times during the Period of the Agreement, the Parties shall act in good faith at all times and conduct themselves in a manner which will not be detrimental to the interests of the Joint Venture. The Parties must be certain not to act in conflict to the interests of the Joint Venture and must make any potential conflicts between their own interests and the interests of the Joint Venture's known as soon such conflict becomes apparent.

6. TERMINATION

A. This Agreement may be terminated by either party giving a minimum of the following period of notice in writing to the other party: ________. Such notice not to expire prior to the following period: ________.

B. Either party may terminate this Agreement at any time by giving notice in writing to the other party if:

I. the other party commits a material breach of this Agreement and such breach is not remediable;

II. the other party commits a material breach of this Agreement which is not remedied within 14 days of receiving written notice of such breach;

III. the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within 14 days after the other party has received notification that the payment is overdue; or

IV. any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.

C. Either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party:

I. stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;

II. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the non-defaulting party reasonably believes that to be the case;

III. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

IV. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

V. has a resolution passed for its winding up;

VI. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

VII. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;

VIII. has a freezing order made against it;

IX. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

X. is subject to any events or circumstances analogous to those detailed above in any other jurisdiction;

XI. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in the preceding clauses including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.

D. Either party may terminate this Agreement at any time by giving not less than sixty days' notice in writing to the other party if the other party undergoes a change of control or if it is realistically anticipated that it will undergo a change of control within sixty days. For the purposes of this clause, 'control' shall mean beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of a company.

E. The right of a party to terminate the Agreement pursuant to the above clause shall not apply to the extent that the relevant procedure is entered into for the purpose of amalgamation, reconstruction or merger (where applicable) where the amalgamated, reconstructed or merged party agrees to adhere to this Agreement.

F. If a party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause, it shall immediately notify the other party in writing.

G. Termination or expiry of this Agreement will not affect any accrued rights and liabilities of either party at any time up to the date of termination.

7. DISPUTE RESOLUTION

A. Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause.

B. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

C. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

I. Within 7 days of service of the notice, the dispute managers of the parties shall meet to discuss the dispute and attempt to resolve it.

II. If the dispute has not been resolved within 14 days of the first meeting of the dispute managers, then the matter shall be referred to the senior dispute managers (or persons of equivalent seniority). The senior dispute managers (or equivalent) shall meet within 7 days to discuss the dispute and attempt to resolve it.

D. The specific format for the resolution of the dispute under clause shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.

E. Until the parties have completed the steps referred to above, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

F. A list of the respective dispute managers and senior dispute managers shall be provided by and to all parties to the agreement on the Commencement Date. Each party shall then bear responsibility for notifying the parties of any changes to the list.

8. ANTI-BRIBERY

A. For the purposes of this clause, the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and guidance published under it.

B. Each party shall ensure that it and each person referred to in the following clauses does not, by any act or omission, place the other party in breach of any Bribery Laws. Each party shall comply with all applicable Bribery Laws in connection with the performance of the services of this Agreement.

C. Each party shall ensure that it has in place adequate procedures to prevent any breach of this clause and ensure that:

I. all of its personnel and all direct and indirect subcontractors, suppliers, agents and other intermediaries of it;

II. all others associated with it; and

III. each person employed by or acting for or on behalf of any of those persons referred to in the preceding clauses, involved in connection with this Agreement, so comply with the terms of this clause.

D. Without limitation to the preceding clauses, each party shall not in connection with the performance of the services defined in this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.

E. A party shall immediately notify the other as soon as it becomes aware of a breach, or possible breach of any of the requirements in this clause.

F. Any breach of this clause by a party shall be deemed a material breach of this Agreement that is not remediable and shall entitle the other party to immediately terminate this Agreement by giving written notice.

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10. CONFIDENTIALITY

A. Each party undertakes that it shall keep any information that is confidential in nature concerning the other party and any Affiliates including, any details of its business, affairs, customers, clients, suppliers, plans or strategy (Confidential Information) confidential and that it shall not use or disclose the other party's Confidential Information to any person, except as permitted under the conditions herein contained.

B. Subject to the terms herein contained, a party may:

I. disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representative to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause as if it were a party;

II. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and

III. use Confidential Information only to perform any obligations under this Agreement.

C. To the extent any Confidential Information is Personal Data or Information (as defined in the provisions set out in the clause entitled "Data Protection") such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of the provisions set out in the clause entitled "Data Protection".

D. Each party recognises that any breach or threatened breach of this clause may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

E. This clause shall bind the parties during the Period of the Agreement and following termination of this Agreement.

11. INDEMNITY

A. Each Party (the Indemnifying Party) will, to the extent that a claim does not arise from the negligence or wilful default of the other or any of its Authorised Persons, indemnify and keep indemnified on demand and hold harmless the other (the Indemnified Party) and its Authorised Persons from and against all Losses suffered or incurred by them arising out of or in connection with:

I. any act or omission by the Indemnifying Party or any of its Authorised Persons that is in breach of this Agreement;

II. any breach of the warranties set out in clause entitled "WARRANTIES"; and

III. any third party claim relating to the activities of this Joint Venture to the extent that any such claim relates to any act, neglect or default of the Indemnifying Party or any of its Authorised Persons.

B. Nothing in this Agreement limits or excludes a party's liability under the indemnities given by it in this clause.

C. Where the Indemnifying Party is liable to make a payment under this clause and the payment is itself liable to taxation in the hands of the Indemnified Party then the amount of the indemnity payment shall be deemed to be increased so as to ensure that the Indemnified Party receives (after any applicable taxes have been paid) the same amount as it would have received had no such taxes been levied.

D. The following procedures will apply in relation to any third party claims:

I. as soon as reasonably practicable after the Indemnified Party receives notice of any third party claim qualifying for an indemnity (TP Claim), it will give written notice to the Indemnifying Party specifying details of the TP Claim. Within 30 days of being so notified (but no later than 10 days before the date on which any response to a TP Claim is due), the Indemnifying Party may assume control of the action and settlement of the TP Claim by giving a notice (Notice of Election) to the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party reasonable assistance and access relating to any such claim at the Indemnifying Party's reasonable request and cost; and

II. the Indemnified Party shall not make any admissions or agreements in relation to any TP Claim without the Indemnifying Party's prior written consent. The amount due pursuant to the relevant indemnity shall be reduced by the extent to which the Indemnified Party has made any admissions (save where required by court order or governmental regulations), or agreements, without the Indemnifying Party's prior written consent.

E. If the Indemnifying Party does not deliver a Notice of Election pursuant to the conditions contained in this clause, fails to defend the claim in time, or ceases to defend the claim, the Indemnified Party shall have the right to defend the claim in such manner as it may deem appropriate provided the Indemnifying Party is not prejudiced by any such action.

F. Nothing in this clause shall obviate or reduce the requirement of the party claiming an indemnity to mitigate any Losses.

12. WARRANTIES

A. Each Party represents and warrants that it has the requisite power and authority to enter into this Agreement, and any other agreement required for the operation of the Joint Venture and grant to the other party the rights (if any) contemplated in this Agreement.

B. Each Party warrants that they are not subject to any ongoing or concluded criminal offences previous to the Commencement Date of this Agreement and accept and understand that where any other Party becomes aware of any Party having any committed or being convicted of a previous criminal offence will constitute a valid ground to terminate this Agreement.

13. LIMITATION OF LIABILITY

A. The extent of the parties' liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.

B. The parties agree that the limitations in this clause are reasonable given each party's respective commercial positions and their ability to obtain insurance in respect of the risks arising under or in connection with this Agreement.

C. Subject to terms and conditions contained within this clause, the liability of each party to the other shall not exceed:

I. £________ (________) in respect of any one claim or series of related claims; and

II. £________ (________) in each Contract Year in respect of all claims in the relevant Contract Year.

D. Subject to the terms and conditions of this clause, neither party shall be liable for any consequential, indirect or special loss.

E. Subject to the terms and conditions of this clause, neither party shall be liable for any of the following (whether direct or indirect):

I. loss of profit;

II. loss of or corruption to data;

III. loss of use;

IV. loss of production;

V. loss of contract;

VI. loss of commercial opportunity;

VII. loss of savings, discount or rebate (whether actual or anticipated);

VIII. harm to reputation or loss of goodwill.

F. The limitations of liability set out in this clause shall not apply in respect of any indemnities given by either party under this Agreement.

G. Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

H. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:

I. death or personal injury caused by negligence;

II. fraud or fraudulent misrepresentation;

III. breach of any obligation as to title implied by:

a. section 12 of the Sale of Goods Act 1979; or

b. section 2 of the Supply of Goods and Services Act 1982;

IV. breach of section 2 of the Consumer Protection Act 1987;

V. any other losses which cannot be excluded or limited by applicable law;

VI. any losses caused by wilful misconduct.

14. FORCE MAJEURE

A. In this clause, Force Majeure means an event or sequence of events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.

B. A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:

I. promptly notifies the other of the Force Majeure event and its expected duration; and

II. uses reasonable endeavours to minimise the effects of that event.

C. If, due to Force Majeure, a party:

I. is or is likely to be unable to perform a material obligation; or

II. is or is likely to be delayed in or prevented from performing its obligations for a continuous period of operation of this Agreement of more than ten Business Days; then

the other party may terminate this Agreement on not less than four weeks' written notice.

15. CONFLICTS WITHIN AGREEMENT

A. In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:

I. the terms and conditions in the main body of this Agreement; and

II. any Schedules.

B. Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.

16. ENTIRE AGREEMENT

A. The parties agree that this Agreement and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

B. Each party acknowledges that it has not entered into this Agreement and any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement and any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.

C. Nothing in this Agreement purports to limit or exclude any liability for fraud.

17. NOTICES

A. Any notice or other communication given by a party under this Agreement shall:

I. be in writing and in English;

II. be signed by, or on behalf of, the party giving it (except for notices sent by email); and

III. be sent to the relevant party at the address set out hereunder.

B. Notices may be given, and are deemed received:

I. by hand: on receipt of a signature at the time of delivery;

II. by Royal Mail Recorded Signed For post: on the second Business Day after posting;

III. by Royal Mail International Tracked & Signed post: on the fourth Business Day after posting;

IV. by email: on receipt of a read receipt email from the correct address;

C. Notices and other communications shall be sent to:

I. ________ for the attention of ________ at:

________

Email: ________

II. ________ for the attention of ________ at:

________

Email: ________;

D. Any change to the contact details of a party that are detailed in this Agreement shall be notified to the other party in accordance with this clause and shall be effective:

I. on the date specified in the notice as being the date of such change; or

II. if no date is so specified, 14 Business Days after the notice is deemed to be received.

E. All references to time are to the local time at the place of deemed receipt.

F. This clause does not apply to notices given in legal proceedings or arbitration.

18. ANNOUNCEMENTS

A. Subject to the provisions herein contained, no announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of its release.

B. If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, it may do so. Such a party shall:

I. notify the other party as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure;

II. make the relevant announcement or public disclosure after consultation with the other party so far as is reasonably practicable; and

III. make the relevant announcement or public disclosure after taking into account all reasonable requirements of the other party as to its form and content and the manner of its release, so far as is reasonably practicable.

19 FURTHER ASSURANCE

Each Party shall at the request of the other, and at the cost of the requesting Party, do all acts and execute all documents which are necessary to give full effect to this Agreement.

20. VARIATION

No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each Party.

21. ASSIGNMENT

A. No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other Party's prior written consent; such consent not to be unreasonably withheld or delayed.

B. Notwithstanding the above clause, a Party may perform any of its obligations and exercise any of its rights granted under this Agreement through any Affiliate, provided that it gives the other Party prior written notice including the identity of the relevant Affiliate. Each Party acknowledges and agrees that any act or omission of its Affiliate in relation to that Party's rights or obligations under this Agreement shall be deemed to be an act or omission of that party itself.

22. SET OFF

Except as expressly set out in this Agreement, each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

23. NO PARTNERSHIP OR AGENCY

The Parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it.

24. EQUITABLE RELIEF

Each party recognises that any breach or threatened breach of this Agreement may cause the other Party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other Party, each party acknowledges and agrees that the other Party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

25. SEVERANCE

A. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.

B. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the Parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

26. WAIVER

A. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

B. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.

C. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

27. COMPLIANCE WITH LAW

Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach of this clause to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other Party (or its employees, agents and representatives).

28. COUNTERPARTS

A. This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.

B. Each Party may evidence their signature of this Agreement by transmitting by fax or by email a signed signature page of this Agreement in PDF format together with the final version of this Agreement in PDF or Word format, which shall constitute an original signed counterpart of this Agreement. Each Party adopting this method of signing shall, following circulation by fax or by email, provide the original, hard copy signed signature page to the other Parties as soon as reasonably practicable.

29. COSTS AND EXPENSES

Each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).

30. THIRD PARTY RIGHTS

Any person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.

31. GOVERNING LAW AND JURISDICTION

The validity, construction and performance of this Agreement shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales to which the Parties submit.

This Agreement consisting of this and the preceding pages together with the Schedules annexed hereto are AGREED AND SUBSCRIBED AS FOLLOWS:

SIGNED AS A DEED

EXECUTED AS A DEED



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Signed by ________
for and on behalf of ________

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Date



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Signature of Witness

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Name of Witness (BLOCK CAPITALS)

Address of Witness: _______________

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Place of Signing

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Signed by ________
for and on behalf of ________

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Date

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Signature of Witness

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Name of Witness (BLOCK CAPITALS)

Address of Witness: _______________

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Place of Signing

Schedule - First Party Obligations

The First Party shall have the following obligations in relation to the Joint Venture during the Period of the Agreement:

________

Schedule - Second Party Obligations

The Second Party shall have the following obligations in relation to the Joint Venture during the Period of the Agreement:

________