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Joint Venture Agreement

This Joint Venture Agreement (the “Agreement”) is made and entered into on 4 Aug 2026 (the “Effective Date”), by and between:

Recitals

WHEREAS the parties are each engaged in business activities that are complementary to one another; AND WHEREAS the parties wish to combine certain resources, expertise and capital in order to pursue a specific project on an unincorporated joint venture basis; NOW THEREFORE, in consideration of the mutual covenants set out below, the parties agree as follows.

Terms & conditions

1. 1. Purpose & Scope of the Joint Venture

   The parties establish a joint venture for the sole purpose of [insert project description] (the "Project"). The joint venture shall not extend to any other business of either party. Neither party shall use the joint venture name for any activity outside the Project without prior written consent.

2. 2. Capital & Contributions

   The First Venturer shall contribute [amount / assets / services] and the Second Venturer shall contribute [amount / assets / services]. Contributions shall be made within thirty (30) days of the Effective Date. Any additional funding requirement shall be approved by both parties in writing and contributed in proportion to their Participating Interests.

3. 3. Participating Interests, Profits & Losses

   The Participating Interests of the parties shall be [X]% for the First Venturer and [Y]% for the Second Venturer. Net profits and losses of the joint venture shall be shared in the same proportions. Distributions shall be made quarterly after retention of an agreed working-capital reserve.

4. 4. Management & Decision Making

   The joint venture shall be managed by a Management Committee comprising one representative of each party. Day-to-day operations shall be conducted by the Operating Party appointed by the Committee. Reserved matters — including additional funding, incurring debt, appointing auditors, admitting a new venturer, and any change to the Project scope — require the unanimous written consent of both parties.

5. 5. Books, Records & Audit

   The Operating Party shall maintain complete books of account for the joint venture and shall provide monthly management accounts to each party. Either party may, at its own cost and on reasonable notice, audit the joint venture records once per financial year.

6. 6. Confidentiality & Exclusivity

   Each party shall keep confidential all information relating to the joint venture and the other party's business. During the Term, neither party shall pursue the Project, or a substantially similar opportunity within the same territory, independently or with any third party.

7. 7. Intellectual Property

   Each party retains ownership of intellectual property it owned before the Effective Date. Intellectual property created specifically for the Project shall be jointly owned in proportion to the Participating Interests, and each party is granted a royalty-free licence to use it for the Project only.

8. 8. Liability & Indemnity

   The parties are not partners for any purpose other than the Project and neither party may bind the other beyond the scope of this Agreement. Each party shall indemnify the other against losses arising from its own breach, negligence, or failure to comply with applicable law and licensing requirements.

9. 9. Term, Termination & Exit

   This Agreement commences on the Effective Date and continues until completion of the Project or [term], unless terminated earlier by mutual written agreement, by either party on material breach not remedied within thirty (30) days, or on the insolvency of a party. A party wishing to exit shall first offer its Participating Interest to the other party on the same terms.

10. 10. Dispute Resolution

    The parties shall first attempt to resolve any dispute by good-faith negotiation between senior management within thirty (30) days. Failing resolution, the dispute shall be referred to arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC), seated in Dubai, in the English language.

Governing law & jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai. The parties submit to the exclusive jurisdiction of the courts of Dubai, UAE.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.