JOINT VENTURE AGREEMENT

This Joint Venture Agreement is made and entered into on October 20, 2020 by and
Between
XXX a firm registered in …………(Country Name) and having a place of business at …………(Business Address)
(hereinafter referred to as “XX”) of the First part as Lead Partner.
And
WAVE Engineering & Technology a firm registered in Bangladesh and having a place of business at WAVE Engineering &
Technology, 795 (2nd Floor), Kazipara, Mirpur, Dhaka-1216, Bangladesh (hereinafter referred to as “WET”) of the Second
part as Secondary & Local Agentuthorised Partner.
Whereas both parties are desirous to form a Joint Venture and associate with and other firm to form a Joint Venture in order
to bid & perform the Works of “Automatic Water Level Stations, Upgrade Existing Climate Stations and Rain Gauges to
Automatic and Real Time, Including Related Services and Annual Maintenance Services.” under Bangladesh Water
Development Board during the year 2020-21 recently Project- Bangladesh Weather and Climate Services Regional Project
(BWCSRP): Component-B Strengthening Hydrological Information Services and Early Warning Systems (SHEWS). Credit
No.: 5837-BD.
Whereas both parties are mutually agreed solemnly affirmed, now therefore, in consideration of the mutual promises and
agreement herein contained, all parties hereby agree as follows:
1. Name of the Joint Venture:
1.1 The Joint Venture’s Name is “…….-WET JV”
1.2 The Joint Venture is formed between XXX. and WAVE Engineering & Technology (WET) which
expression means “XXX.-WET JV” formed for the tender of Bangladesh Water Development Board.
2. Joint Venture Objective:
2.1 All parties are agreed and fervently desirous to form a Joint Venture in order to Bidding to the project
and whereas all parties wish to combine and pool their individual resources on mutual agreement for
meeting the requirements at the eligible to bid and therefore subsequently bidding the projects.
3. Terms of the Joint Venture:
3.1 The term of the Joint Venture shall be effective on the date of signing of this agreement and shall expire
on the 120 day after the project has been finally accepted by the employer and all the relevant payments
and accounts have been settled to every and all concerned parties, as well as between all partners.
3.2 The Joint Venture shall be automatically null and void, where the Joint Venture disqualify for the project
or fails to in the project through the bid(s) thereafter.
3.3 The Joint Venture agreement also contains that any charge in the authorized signatory of any partner,
subsequent to the signing of the JV agreement shall be validated according to the relevant procedure
contained in the memorandum of association of the partner firm, with prior approved obtained from the
employer for such charge.
4. Lead Company (Partner):
4.1 The ………………. shall be appointed as the Lead Company (Partner) of the Joint Venture.
4.2 JV shall nominate the Secondary & Authorized Partner as REPRESENTATIVE being entrusted with the
Contract administration and management at Site who shall have the authority to conduct all business for
and on behalf of any and all the partners of the JV during the Tendering process and, in the event the JV
is awarded the Contract, during contract execution including the receipt of payments for and on behalf of
the JV.
5. Share of Joint Venture and Profit and Loss:
5.1 Profit and Loss will be shared as BoQ basis. Both party will contribute 12% taka as consultancy fee for
the tender.
Sl Description Role

1 Goods Manufactured Outside the Purchaser’s Country, to be Imported Lead

2 Goods Manufactured in the Purchaser’s Country Lead
3 Price and Completion Schedule: Related Services Part 1 of 2 Parts. WET
4 Related Services Part 2 (Annual Operation & Maintenance Services) of WET
2 Parts.
6. Responsibilities and Liabilities between Partners:
6.1 Each party shall be jointly and severally responsible and liable to the employer for the performance of
the contract (s) of the project.
6.2 All partners in the Joint Venture shall he legally liable, jointly and severally, during the bidding process &
for the performance of the contract in accordance with the contract terms for the entire duration of the
contract, including the defect liability period & till the works have been taken over by the employer & till
the accounts have been fully setting between the employer and employer and the Joint Venture.
6.3 In case of default/withdrawal of any partner require indemnities shall have to be considered by the
remaining partner/partners of the Joint Venture (JV) as a course of recorder.
7. Roles & Scope of work of JV:
7.1 XXXX (Lead Partner)
• To supply all necessary equipment.
• To procure the required materials of foreign origin.
• To provide technical management and key manpower of the project.

7.2 WAVE Engineering & Technology (Secondary Partner)

• To be responsible for general and site facilities.
• To mobilize skilled local manpower for smooth execution of the work.
• To mobilize local manpower, materials and other necessary resources.
• To execute field works.
7.3 A detailed division of works of each party shall be settled and finalized at a later stage be mutual
agreement.
8. Bank Guarantees and Liabilities to sureties:
8.1 ………………(Lead Partner) shall be responsible for providing Tender Security.
8.2 Each party shall be solely liable to the sureties for its own share.
8.3 Each party shall be responsible for providing all guarantees required by the contract of the project in
proportion to its respective share.

8.4 ………………(Lead Partner) shall be responsible for providing Tender Security, Performance Guarantee
(PG), Advance Payment Guarantee (APG), Loan etc as and whichever required. A bank account in the
name of said Joint Venture […-WET JV] will be opened in any schedule Bank of Bangladesh, where
‘WAVE Engineering & Technology’ (WET) Proprietor: …… will be in-charge of operating the said
account on behalf of Joint Venture. That the 2nd Party i.e. ‘WAVE Engineering & Technology’ (WET)
Proprietor: XXXXX authorized to sign all documents & papers, Agreement forms in connection with the
employer, to receive payment from the Employer or any other party on behalf of the JV.
9. Bank Operation:
A bank account in the name of said Joint Venture “…..-WET JV” will be opened in any schedule Bank of
Bangladesh, where ‘WAVE Engineering & Technology’ (WET) will be in-charge of operating the said account on
behalf of Joint Venture.
10. Joint Venture Office: “……-WETJV”
Mailing Address : 795 (2nd Floor), 795 (2nd Floor), Kazipara, Mirpur, Dhaka-1216, Bangladesh
Mobile No:- +88 01911779314.
11. Representative of Joint Venture partner:
11.1 Each partner of the Joint Venture appoints the following persons as the representative of the respective
party, with full and complete authority and power to represent each partner.
JV Partner Name Position
……………………. …………. Proprietor
WAVE Engineering & Technology Wasek Proprietor

11.2 The respective power of attorney shall be herewith attached.

12. Management Committee:
12.1 The management committee shall be composed of two members, each one representative from each
partner to be nominated by the individual parties to the Joint Venture from time to time and may charge
their representative by notifying the management committee on writing.
 12.2 The management committee shall be assigned full authority and powers to manage, control and
supervise operation of the Joint Venture for a successful, performance of the project (s).
13. Working Capital:
Each partner shall contribute to the Joint Venture as proportionate share of working capital as mentioned in the
preceding clause No. 5
14. Equipment:
The lead partner will responsible for-
 All the Goods Manufactured Outside the Purchaser’s Country, to be imported.
 Goods Manufactured in the Purchaser’s Country.
The Secondary partner will responsible for-
 Related Services Part 1 of 2 Part of TDS.
 Annual Operation & Maintenance Services of 2 Parts TDS.
Each party will carry out their own responsibility and provide necessary equipment to complete the job.

15. Rights and Liabilities:

Except as otherwise provided in this agreement, (i) the interest of the partner in any profit and assets resulting
from performance of the contract and in any property of any kind whatsoever acquired by the Joint Venture in
connection with contract and (ii) the responsibility of tile partners to share any losses and liabilities arising out of or
resulting from the execution and performance of the contract of this Joint Venture Agreement and (iii) the rights
and liabilities of each partner shall be as follows:
xxxxxxxxxxxxxxx : Equipment Part
WAVE Engineering & Technology : Service Part.
16. Books of Account:
Separate and adequate books of accounts shall be kept of the operations of the Joint Venture and shall be
available for inspection by either of the partners at any reasonable time; the management committee will provide
the partners with monthly financial statements prepared on a percentage of completion basis in accordance with
generally accepted accounting principal. Unless otherwise agreed upon, the management committee will arrange
for an annual audit of the Joint Venture records by an independent certified public accountant satisfactory to both
parties with such report to be completed within 60 (Sixty) days after the end of the fiscal year adopted by the
management committee of the Joint Venture.
17. Assignment:
Any partner shall not have the power of authority to assign their rights or delegate their duties under this
agreement and such attempted assignment or delegation shall be null and void unless consented in writing by the
other partner.
18. Amendment:
18.1 No change, amendment or modification of the terms of this agreement shall be valid unless reduced to
writing and signed by both parties.
18.2 The management committee may take such decisions or take such actions necessary for carrying out
the purpose of the joint venture even though not covered under this deed of agreement and also may
change any clause of this deed for such purpose.
19. Settlement of disputes:
Any dispute of controversy between the parties arising out of or in connection with this agreement shall be amicably
settled by the third parties.
In witness whereof, the undersigned have executed this agreement as of the date and year first
above written:
For xxxxxxxxxxx & WAVE Engineering & Technology

xxxxxxxxxx Wasek
Proprietor Proprietor

Witness: Witness: