Joint Venture Aggrement / Perjanjian Joint Venture

dibawah ini adalah contoh dari perjanjian joint venture dalam bahasa inggris. semoga membantu! 

JOINT VENTURE AGREEMENT

Between

PT. Tadjiwima Sejahtera

With

PT. Winata Pustaka

This Agreement has been signed in 14 February 2017 , between :

Mr. Wima Putra Mansyah, 35 years old,  Boards of Directors PT. Tadjiwima Sejahtera established under the laws of the Republic of Indonesia, NPWP 0123456789, based in Jl. Sumatra 05 Surabaya. In its position shall be entitled to represent the company signing the agreement on the basis of SK Director No. 1234/2016.

Hereinafter referred to as FIRST PARTY.

Mrs, Cintantya Audy Putri, 30 years old, President Director , PT. Winata Pustaka, established under the laws of the Republic of Indonesia, based in di Jl. Mustajab 150 Surabaya. In her capacity as President Director shall be entitled to represent the company signing the agreement.

Hereinafter referred to as SECOND PARTY.

FIRST PARTY and SECOND PARTY hereinafter referred to collectively as PARTY.

Weigh:

SECOND PARTY has a good reputation in making books

SECOND PARTY requires

FIRST PARTY has experience producing books

FIRST PARTY has a wide network in Indonesia

Bearing in mind:

MoU PT. Tadjiwima Sejahtera with PT. Winata Pustaka

THIS PARTY agrees to sign a joint venture agreement. Furthermore, this agreement is called "Joint Venture Agreement"

PARTIES will establish a Limited Liability Company under the laws of the Republic of Indonesia to establish a book factory, supply of raw materials for books, machinery, packaging and marketing of books for export abroad. Where the establishment of this factory is not contrary to law in Indonesia and the existing legislation. Limited Company was established by PT. Tadjiwima Sejahtera - PT. Winata Pustaka named PT. Nusa Pustaka. Hereinafter referred to as "PT Joint Ventura"

Article 1

Status of Ownership

This cooperation agreement is made to facilitate business activities in cooperation between both parties. Articles of Association of PT. Nusa Pustaka pursuant to the purposes and objectives of the joint venture, and is not inconsistent with the laws and regulations of the Republic of Indonesia. Establishment of PT. Nusa Pustaka in accordance with the requirements of the Minister of Justice of the Republic of Indonesia as agreed and appropriate.

Article 2 

Initial Capital and Proportion of each Shareholder

1.      The authorized capital of the company is 1,000,000,000 (one billion Rupiah). The capital is divided into shares for 1000 per share. Paid up capital 80000 shares (80%) are owned by SECOND PARTY, while the remaining 20000 shares (20%) are owned by FIRST PARTY.

2.      At the time of the establishment of the company, the issued capital was 25% ($ 250,000,000) of the authorized and fully paid-up capital.

3.      The FIRST PARTY PAYMENT is not in cash but in the form of 60 (sixty) hectares of land, of which 20 (twenty) hectares of land will be used for the construction of book plants, while the remaining 40 (forty) hectares for tree planting as the main raw material for book making.

4.      All deposits of shares denominated in dollars and rupiah, based on the exchange rate at the time of deposit of $ 1 = Rp 14.000,00 (fourteen thousand rupiah).

Article 3 

Possible Transfer of Shares to Other Persons (Indonesian Equity Ownership)

The transfer of shares of the SECOND PARTY to the FIRST PARTY shall be conducted within a period of 20 (twenty) years, whereby the FIRST PARTY may own 50% of the shares. The stock price is based on the market price agreed by both parties. If the agreement is not reached, the share price is assessed by two independent appraisers appointed by each party. If the two independent appraisers do not agree, they appoint a third independent appraiser to fix the price.

Article 4 

Additional Paid and New Stock Expenses

Addition of authorized capital of one if one of the parties does not wish to take new shares in accordance with the percentage of ownership of shares, then the additional shares must be offered to partners.

Article 5

Management

Board of Commissioners and Board of Directors

a.       Board of Commissioners

The Commissioner consists of three, two appointed by the SECOND PARTY to become commissioner, one appointed by the FIRST PARTY to become chairman of the commissioner. The decision of the board of commissioners is taken with a majority vote.

b.      Board of Directors

The board of directors consists of the president of the board of directors appointed by the FIRST PARTY and two directors appointed by the SECOND PARTY. The president director of the joint venture company is to become chief executive. One of two directors is an operation and has the task of running a day-to-day company in PT. Nusa Pustaka. Where the decision of the board of directors is taken with a majority vote.

Article 6

Technical Assistance dan Know –how

Technical assistance and know-how provided by the parent company (SECOND PARTY) to PT. Nusa Pustaka in Indonesia, does not require payment either in the form of royalties or other costs by PT. Nusa Pustaka to PT. Winata Pustaka It's just that in the training all costs are charged to PT. Nusa Pustaka, such as travel expenses, overseas labor costs at PT. Winata Pustaka and so-called "employment service fee".

Article 7

Patent and Trademark License

That if there is a new discovery obtained by PT. Nusa Pustaka in Indonesia or by its employees or associates during the entry into force of this joint venture agreement, PT. Nusa Pustaka will allow PT. Winata Pustaka to use the patent outside Indonesia, without any royalty payment to PT. Nusa Pustaka.

Article 8

Secrecy

That both SECOND PARTY and FIRST PARTY shall endeavor to keep the confidentiality of information, know-how and other knowledge transferred to PT. Joint Venture in Indonesia and will not provide such information and knowledge to people who are not working for them.

Article 9

Not Competing

That parties may not cooperate with other parties to open other joint venture companies to produce the same goods, or compete in Indonesia.

Article 10

Substitution of the Parties

1. That this agreement applies only to the parties and their rightful successors, but the parties may not transfer their rights and obligations directly or indirectly to any third party, without prior written consent of the other party and such transfer is not possible during the construction of PT.Joint Ventura.

2. If the other party has given consent to the replacement of either party in this joint venture agreement, the replacement shall be subject to the approval of the Government of the Republic of Indonesia.

Article 11

Default

Liabilities of the SECOND PARTY:

1.  If the SECOND PARTY does not deposit the capital agreed and agreed in this joint venture agreement.

2. Does not carry out guidance on FIRST PARTY either on business (operational, management and finance) financed with the capital.

3. No reporting required by the government, especially with regard to the assistance and fostering of small entrepreneurs residing in the area.

4. No transfer of know-how.

5. Not supplying machines to produce books.

Liabilities of the FIRST PARTY:

1. If the FIRST PARTY does not deposit the capital agreed and agreed in this joint venture agreement.

 2. If the FIRST PARTY does not return the capital it has received to the SECOND PARTY within ten years as agreed in the joint venture agreement.

3. Not providing land for tree planting as agreed in the joint venture agreement.

4. If the FIRST PARTY does not obtain manpower for the production of the book

5. The FIRST PARTY does not administer licenses to the Minister of Forestry, the Minister of Industry, the Minister of Trade and the Minister of Justice.

Article 12

Compensation

SECOND PARTY may indemnify as a result of any action arising or relating to the breach of this joint venture agreement by FIRST PARTY, THE SECOND PARTY has the following rights:

1. To decide all or part of this joint venture agreement.

2. Compensate venture capital with payment of paid up capital from SECOND PARTY under this joint venture agreement or otherwise.

3. To request the delivery of non-defect products or services by air or by other shipments as determined by SECOND PARTY.

4. Any costs or any additional expenses incurred by the SECOND PARTY shall be borne by the FIRST PARTY or In the event that the FIRST PARTY is late to complete the work or deliver the product to the destination specified in this joint venture agreement, the FIRST PARTY agrees to be subject to a late fee of 1 / 1000 (one per one thousand) of the total paid up capital for each day of delay.

5. After a fifty day delay or a maximum of 10% (ten percent) of the total paid up capital, SECOND PARTY reserves the right to terminate this joint venture agreement.

Article 13

Force Majeur

1. Persons who can not fulfill their obligations due to an emergency can not be indemnified.

2. An emergency is an unforeseeable circumstance, at the time the agreement is signed, or an unbearable consequence, because an unforeseen event will occur including, but not limited to, natural disasters, labor strikes, hara, sabotage, flood, rebellion, and also the exit of government regulations.

3. The party experiencing the emergency must notify the other party within 30 days of the emergency. After that both parties must meet to discuss how to deal with the consequences of the emergency. Emergencies can not automatically cancel contracts.

Article 14

Applicable law

This joint venture agreement is subject to and construed in accordance with the laws of the Republic of Indonesia.

Article 15

Dispute resolution

If the parties can not reach agreement to settle any dispute arising from this joint venture agreement, within 30 (thirty) days, either party may submit the dispute to the Arbitration Board subject to the rules of the Indonesian National Arbitration Board. Arbitration will be conducted in English in Jakarta

Article 16

Duration of the agreement

Unless otherwise agreed in writing or otherwise stated otherwise as otherwise provided in this joint venture agreement, the term of this agreement is 20 (twenty) years as of the date of this joint venture agreement is signed.

Article 17

Termination of Agreement

1. The parties may terminate this joint venture agreement by giving 30 (thirty) days' prior written notice to the other without giving any reason.

2. Except as otherwise provided in this joint venture agreement, all rights and obligations of the parties under this joint venture agreement ultimately cease and terminate on the date of termination of this joint venture agreement.

3. However, the termination of this joint venture agreement does not decide on the rights and obligations incurred by both parties up to the date of termination. The obligations of the PPU under article 11 and its interpretation or implementation of this joint venture agreement remain valid for and after the term of the joint venture agreement.

Article 18

Change

This Joint Venture Agreement shall not be altered, supplemented, unless mutually agreed upon by the parties.

Article 19

Entire Agreement

With the signing of this agreement, the previous agreements are no longer valid.

Thus the joint venture agreement is signed on the date as written above.

FIRST PARTY                                                      SECOND PARTY

PT. Tadjiwima Sejahtera                                         PT. Winata Pustaka

YYYY                                                                    XXXXX

Boards of Directors                                                President Directors