Joint Venture Agreement

JOINT VENTURE AGREEMENT
BY AND
BETWEEN
PT BULLION VENTURA INVESTMENT TRUSTEE

AND

PT GLOBAL CONSULTANT SERVICE

AND

CCC

for
Project name





DATED ____________________

JOINT VENTURE AGREEMENT
(Project Name)


This Agreement is made and entered into in Hong Kong this day of________, 2006

by and between

PT BULLLION VENTURA INVESTMENT TRUSTEE, having its head office at Aneka Tambang Building 2nd Floor, Jl. Let.Jend T.B Simatupang, Jakarta - Indonesia in this matter represented by its President Director, Mr. Halim Darma Kusuma (hereinafter referred to as “BVIT”);

and

PT DELTA MEGA CITRA INVESTMENT, having its head office at Manggala Wanabakti Building 5th Floor Wing A/509, Jl. Jend. Gatot Subroto Jakarta - Indonesia, in this matter represented by its ___________________, Mr. ____________(hereinafter referred to as “DMCI”);

and
________________________________, having its head office at _________________________Hong Kong, in this matter represented by its ___________________, Mr. ____________(hereinafter referred to as “CCC”);



WHEREAS, BVIT and BBB and CCC wish to establish a Joint Venture for the single purpose of performing in the Project of (Project Name) which indicated in the (Invitation Letter to bid or bidding documents or any advertisement for proposal) (hereinafter referred to as “Project”).

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto agree as follows:


1. Formation.
BVIT, DMCI, and CCC (hereinafter called a “Partner” and collectively the “Partners”) hereby agree to form the unincorporated Joint Venture pursuant to the terms and conditions of this Agreement for the Project said aboved.

2. Name.
The name of the Joint Venture shall be

………………………………..Inc.

The Joint Venture shall register its business identification tax payer card and/or related registration with the government agency office in accordance with the laws of the British Virgin Island.


3. Purposes.
Except as otherwise agreed by the Partners, the Joint Venture shall engage solely in the business of performing the work described in this specific Project. If, agreed upon by both partners, other Project is approached by Joint Venture, the written agreement contained such specific conditions shall be applied.

4. Term & Proportion of capital contribution.
The Joint Venture shall continue in existence until the fulfillment of the Project. The proportion of capital contribution for the Project shall be Baht___ Million and shall be each contributed by Partners as percentage here below mentioned;


BVIT : ___% equal to USD __________.-
DMCI : ___% equal to USD __________.-
CCC : ___% equal to USD __________.-


Unless the Partners otherwise agree in writing, distributions, other than upon dissolution, from the profits and surplus of the Joint Venture, including more contribution which agreed by the Partners to cover the loss or to subsidies the Project, shall be made to each Partner at the proportion to each partner’s ratio as mentioned above.
No Partner shall be required to make any contribution to the capital of the Joint Venture other than as provided in this clause. All capital contributions shall be applied in furtherance of the business of the Joint Venture. No Partner shall have the right to withdraw from the Joint Venture or to demand a return of all or any part of its capital contribution during the terms of the Joint Venture or Project whichever is longer.

5. Principal Office.
The Principal Office of the Joint Venture shall be located at_______________ _________________________________or at such other place as may be selected from time to time by the Partners.

6. Fiscal Periods
The fiscal year and the taxable year of the Joint Venture shall be the fiscal year ending December 31.

7. Authorized signature.
All related activities or payment from bank account of Joint Venture in this Project in order to operate the normal operations and expenditures shall be cosigned by either person of each Partner with the rubber seal as here below mentioned: (condition is to be mutually agreed upon in whatsoever manner)


BVIT : Mr. __________ or
Mr. __________

DMCI : Mr. __________ or
Mr. __________

CCC : Mr. _________ or
Mr. _________

The stamp to be seal or symbol which shall be affix any time signing the contract on behalf of Joint Venture or withdrawal the money or any activities shall be as mentioned in Annex 1.

8. Other Activities.
Notwithstanding the existence of the Joint Venture, each Partner may engage or participate, or possess any interest, in any other business enterprise, venture or activity of any nature or description, independently or with others, and may receive and enjoy income therefrom.

9. Transactions with Subsidiary and Others.
Except as expressly provided in this Agreement, the Joint Venture may engage in transactions with any Partner or any Subsidiary company or companies thereof, acting in and for its own account.

10. Scope of Partner Authority
Except as otherwise expressly and specifically provided in this Joint Venture Agreement, neither of the Partners shall have any authority to act for, or to assume any obligations or responsibilities on behalf of the Joint Venture or of the other Partner.

11. Transfers
Except as otherwise provided in this Agreement, neither Partner may sell, assign, or otherwise transfer or mortgage, hypothecate, or otherwise dispose of or encumber or permit or suffer any encumbrance of all or any part of its interest unless approved by the other Partner in writing.

12. Final Accounting
If the Joint Venture is liquidated, each Partner shall be furnished with a statement certified by the appointed Auditors, which shall set forth the assets and liabilities of the Joint Venture and the Interest of each of the account distributions and payments, the allocation of all gain or loss realized by the Joint Venture on the liquidation of property and assets of the Joint Venture, the allocate of any tax attributes, and any other matter not inconsistent with this Agreement deemed appropriate by the appointed Auditors.
The Partners hereby agree and appoint the ____________________ or its certified auditors being the auditor of the Joint Venture which shall be authorized to certify and audit the account of the Joint Venture. The auditing fee or professional charge shall be agreed upon.

13. Principal Officers
The Joint Venture shall have a Project Manager who shall be appointed by BVIT and may also have such other principal officers as think fit. The Project Manager shall be the senior officer of the Joint Venture and shall have general supervisory, co-ordinations, and client liaison responsibility for the Joint Venture. One person may hold the officers and perform the duties of any two or more of said offices.

14. Election and Term of Office
Expect with respect to the Project Manager, the principal officers of the Joint Venture shall be appointed by the Committee. Each such officer shall hold office until Project completion date.

15. Project Manager
The Project Manager shall deem to be the managing director of the Joint Venture. He shall exercise the powers and perform the duties usual to the managing director and subject to the control of the Partners, shall have general management and control of the affairs and business of the Joint Venture. The Project Manager shall at all times be subject to the direction of the resolution set forth from the Partners and shall comply with all policies and practices established by such the Partners also. The actions of the Project Manager, within the scope of this authority herein provided, shall constitute the actions of and bind the Joint Venture.

16. Governing Law
This Joint Venture Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the British Virgin Island . Any controversy or claim shall be finally settled and resolved by arbitration according to the rules of arbitration Chamber of Commerce of British Virgin Island.

17. Entire Agreement
This Agreement embodies the entire Agreement of the Parties hereto with respect to the subject matter hereto and supersedes any prior agreement, commitment or arrangement relating hereto. The appendix or any attachment which affixed to this Joint Venture Agreement with the signature of the Partners shall be integral part hereof.

18. Joint Venture First Duties
After the process of the establishment of Joint Venture completed, the Joint Venture or …………….. Inc shall promptly open an account at HSBS Hong Kong in a amount of US$ 5.100.000.00 (Five Million One Hundred Thousand United States Dollar) as preliminary working capital for the Project.


IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.



For and on behalf of
BVIT



Witness


For and on behalf of
DMCI



Witness