JOINT VENTURE AGREEMENT
联营体协议
CONTRACT NO.
Between
-and-
-and-
Date:
,
本协议适用于项目的联营合作，成员在联营体中所占份额代表着对业主责任的大小，因此联营项目应当在确定份额时应当同时商定后期合作的模式，包括执行过程中责任分配的细节，避免责任与份额不匹配。
This Joint Venture Agreement (“Agreement”) is made at on this day of by and between:
本联营体协议于 年 月 日在 被以下各方签署：
XXXXXXXXXXXX, a company existing under the laws of Peoples Republic of China, having a place of business in XXX located at XXXXX, acting through its duly authorized representative and General Manager Mr. XXX, which expression shall include its administrators, legal representatives, successors-in interest and assigns of the One Part.
甲方：
&
Party B: , a company existing under the laws of and having its office at , through its Chief Executive Mr. which expression shall include its administrators, legal representatives, successors-in interest and assigns of the Other Part.
乙方：
&
Party C: , a company existing under the laws of and having its office at , through its Chief Executive Mr. which expression shall include its administrators, legal representatives, successors-in interest and assigns of the Third Part.
丙方：
Collectively referred to as the “Parties”.
统称为各方
WHEREAS: 鉴于
1. (hereinafter referred as “the employer”) has invited prequalification/bid for the
(hereinafter referred as “the project”).
(以下简称业主)已就 （以下简称项目）邀请进行资格预审及投标。
2. The parties desire to associate with each other in a Joint Venture (hereinafter referred as “JV”) for the purpose of jointly participating in the bidding and execution of the project.
各方有意以联营体方式相互合作，共同参与项目投标和执行。
Now, therefore in consideration of the mutual understanding reached at, the parties desire by means of this agreement to establish and define their respective rights and obligations relating to the JV and agree as follows:
现在，考虑到各方已达成的一致意见，各方有意以本协议来建立并确定其各自关于联营体的权利和义务并同意如下条款：
1. NAME AND ADDRESS OF JV 联营体名称及地址
1.1 The JV shall be named as " JV”, or such other name as may be subsequently agreed by the parties.
联营体应当被命名为 ，或者各方随后同意的其他名称。
1.2 The JV hereby authorizes Mr. (ID/Passport No. ) as the Joint Venture Representative in the name of and on behalf of JV to sign the Proposal and Bid to be submitted by the JV to the employer.
联营体现授权 先生为联营体代表以联营体名义并代表联营体签署联营体向业主提交的建议书和投标文件。
1.3 The Address of the JV shall be .
联营体地址为： 。
2. JV LEADER 联营体牵头方
2.1 Party is designated as the Lead Partner of this JV. Whenever acting on behalf of the JV the Lead Partner shall always act in good faith, in the best interest of the JV and shall safeguard the interests of the other Partners.
方作为联营体牵头方。牵头方无论何时代表联营体行动均应保持良好诚信，且出于联营体最大利益考虑，应当维护其他成员的利益。
2.2 Mr. is authorized by the JV to communicate with the employer and receive instructions on behalf of the JV.
先生被联营体授权与业主交流并代表联营体接受指令。
3. THE SHARE OF JV MEMBERS 联营体成员份额
3.1 The tentative share of each JV member agreed and defined in following form:
联营体成员比例及作用暂定如下表
JV MEMBER
SHARE
ROLE
3.2 The above shareholding and role structure may be adjusted by mutual consent.
上述持有比例及作用结构可通过相互协商进行调整。
4. WORK DIVISION DURIING THE BIDDING 投标阶段分工
4.1 Party shall be independently responsible for arranging the tender guarantee in accordance with requirements of the employer and bear the expenses arising thereby.
方应当独立负责安排符合业主要求的投标保函并承担由此产生的费用。
4.2 For the documents preparation, the work division shall be as follows:
a. Party will prepare the qualification bid;
方将准备商务标编制；
b. Party will prepare the technical bid;
方将准备技术标编制
c. The financial bid will be jointly prepared by the parties and shall be completed
and approved by the parties at least 3 days before the official date of bid.
报价将由各方共同准备并应当至少于官方投标日3天前完成并经各方批准。
d. The subsequent clarifications will be undertook by the party who in charge of the corresponding bid under above terms.
随后的答疑将由根据前款负责相应标书编制的一方承担。
4.3 During the documents preparation, each party shall spare no efforts to assist other parties in order to make the bid of JV to be competitive.
在编标期间，各方应当不遗余力地向其他方提供协助以使联营体的投标具有竞争
力。
4.4 The parties shall bear their own costs and expenses incurred in connection with the
preparation, submission and negotiation of the proposal up to the date of signing the project contract.
各方应当各自承担在项目合同签订日之前与投标筹备、提交与谈判相关的费用开支。
5. FUNCTIONS AND RESPONSIBILITIES DIVISION AFTER AWARDED
中标后职能分工
5.1 In case that the JV are awarded, the parties shall sign a new agreement to make detailed division of functions, responsibilities and the scope of the work undertaken by each party at the execution stage according their respective shares in the JV in terms of Clause 3.
如果联营体中标，各方应当根据第三条中各自在联营体中所占份额签订新的协议以明确各方在项目执行阶段的作用、责任及所承担工作范围的具体分工。
5.2 The Parties shall execute the Project in strict accordance with the Project Contract signed with the Employer, and actively perform contractual obligations without violating any of the terms and conditions of the Project Contract or any agreement reached by the parties.
各方应当严格按照与业主签订的大合同执行项目，积极履行合同义务，杜绝违背
项目合同及任何各方所达成协议的任何条款。
6. CONFIDENTIALITY保密性
The Parties shall treat as confidential all information provided in pursuance of this Agreement and shall not disclose any such information to any third party without the other Party’s prior written approval, unless it is necessary in order to perform each Party’s obligations under this Agreement, or if it is required to be disclosed by the employer, relevant authorities or by applicable law, regulation or guideline.
双方应当对本合同项下的所有信息保密，不应在未经另一方书面同意的情况下将任何信息泄露给第三方。除非是为了履行本协议项下义务而必需，或者被业主、
有关当局或法律法规要求披露。
7. APPLICABLE LAWS AND ARBITRATION 准据法及仲裁
7.1 The applicable laws of this Agreement are the laws of the XXXXXX.
本合同准据法为XXX国法律。.
7.2 In case of any dispute arising from this Agreement hereof, such dispute shall be resolved through negotiation in the first instance. In case no amicable settlement can be reached through negotiation within thirty (30) days, it shall be referred to the XXX（仲裁机构）and finally resolved through arbitration procedure under the XXXX （仲裁规则）at XXXX（仲裁地）. The award shall be deemed final and binding on both Parties.
任何纠纷，先协商，30日内协商不成的，应当将争议提交XXX仲裁机构，并依照XXX仲裁规则在XXX地通过仲裁程序最终解决。仲裁费用双方共同承担
8. Miscellaneous 杂项
8.1 This Agreement shall be written in English and Chinese language in case of any discrepancy the English text shall prevail.
本合同采用中英文书写，如有冲突，以英文为准。
8.2 This Agreement shall take effect upon the date on which it is executed as recorded below.
本合同在签订之日起生效
8.3 This Agreement shall be executed in counterparts a copy as originally signed shall be retained by each Party.
双方各执一份原件。
IN WITNESS WHEREOF, this Agreement has been executed in the date, month and year first herein above mentioned by the Parties in the presence of witnesses mentioned below:在见证下，本协议在上述提到日期被各方签署如下：
XXXXX through its duly authorized representative:
Mr. XXXXXX
Signature
Signature
Signature
Witness
Witness
Witness
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