JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT ("Agreement") is entered into as of [DATE] between:
1. Alpha Industries Private Limited , having its registered office at Party 1 — registered address , represented by Suresh Gupta, Managing Director (hereinafter "Party 1"); AND
2. Beta Tech GmbH , a company incorporated in Germany , having its registered office at Party 2 — address , represented by Hans Müller, CEO (hereinafter "Party 2").
Party 1 and Party 2 are collectively referred to as "Parties".
1. Joint Venture — Purpose and Structure
The Parties agree to establish a joint venture for the following purpose:
Development and commercialisation of AI-based quality inspection systems for the Indian manufacturing sector.
The JV shall be carried out through a private limited company to be incorporated / already incorporated under the name "AlphaBeta Technologies Private Limited " ("JV Entity").
The Parties shall take all steps necessary to incorporate the JV Entity and shall execute all documents required for the same.
2. Term
This Agreement is effective from [DATE] and shall continue for perpetual (until wound up or dissolved), unless earlier terminated in accordance with this Agreement.
3. Equity and Capital Contributions
The equity interests in the JV shall be held as follows:
Party 1 (Alpha Industries Private Limited ): 0%
Party 2 (Beta Tech GmbH ): 0%
Contributions:
Party 1 shall contribute: ₹2,00,00,000 cash + land & building valued at ₹3,00,00,000
Party 2 shall contribute: Technology licence, know-how, and ₹1,50,00,000 cash
Additional capital requirements shall be funded by the Parties in proportion to their equity holdings, unless otherwise agreed in writing. Neither Party shall be obligated to provide capital beyond its agreed contribution without written consent.
4. Management and Board Composition
The JV Entity shall be managed by a Board of Directors / Governing Committee comprising:
Party 1 nominees: [N] director(s)
Party 2 nominees: [N] director(s)
Each Party shall have the right to appoint and remove its nominees. Ordinary decisions shall be taken by a simple majority of the Board. The following matters shall require the unanimous approval of all Parties / all board members:
(a) any amendment to the constitutional documents of the JV entity;
(b) issuance of new shares / equity interests or any dilution of existing holdings;
(c) incurrence of debt above ₹1,00,00,000 (Rupees One Crore) per transaction;
(d) sale or disposal of any material asset of the JV;
(e) commencement of new business lines outside the JV purpose;
(f) appointment or removal of the CEO / Managing Director;
(g) declaration or payment of dividends;
(h) commencement of litigation or settlement above ₹50,00,000;
(i) winding up or dissolution of the JV entity;
(j) any related-party transaction between the JV and a Party.
5. Profit Sharing and Dividends
Profits and losses of the JV shall be shared between the Parties in proportion to their equity holdings (0% / 0%) unless otherwise agreed. Dividends shall be declared by the Board as per the profits available for distribution, after retaining adequate reserves for business operations and debt obligations. Profits available for distribution shall be calculated after meeting all operational expenses, taxes, and capital expenditure approved by the Board.
6. Non-Compete
During the term of this Agreement and for 2 year(s) after exit, each Party agrees not to, directly or indirectly, carry on or invest in a business that competes with the JV's core purpose as defined in Clause 1, within India, without the prior written consent of the other Party. Each Party acknowledges that the non-compete period and scope are reasonable given the nature of the JV.
7. Transfer of Equity and Exit Mechanisms
Russian Roulette (Put / Call Option). If the Parties cannot resolve a deadlock within 60 days:
(a) Either Party ("Offering Party") may serve a notice specifying a per-share price at which it is willing to buy the other Party's shares or sell its own shares;
(b) The receiving Party shall, within 30 days, either buy all of the Offering Party's shares at the specified price, or sell all of its own shares to the Offering Party at the specified price;
(c) If the receiving Party fails to respond within 30 days, it shall be deemed to have sold its shares to the Offering Party at the specified price.
8. Deadlock
A 'Deadlock' arises if the Parties are unable to agree on a Reserved Matter within 30 days of the matter being formally raised. On a Deadlock, the Parties shall first refer the matter to their respective CEOs / most senior management for resolution within 30 days. If unresolved, the exit mechanism in Clause 7 shall be triggered.
9. Termination
This Agreement may be terminated:
(a) By mutual written agreement of all Parties;
(b) By either Party upon material breach by the other that is not cured within 45 days of written notice;
(c) Upon insolvency, winding up, or dissolution of a Party;
(d) Upon completion of the JV purpose (if project-based).
On termination, the Parties shall wind up the JV in an orderly manner, pay all liabilities, and distribute residual assets in proportion to their equity holdings.
10. Governing Law and Dispute Resolution
This Agreement is governed by the laws of India. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act 1996 by a panel of three arbitrators (one appointed by each Party, and the third by the two appointed arbitrators). The seat of arbitration shall be Mumbai . The language shall be English.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.
Party 1
__GAP[jv_p1_name|Alpha Industries Private Limited]__
__GAP[jv_p1_signatory|Suresh Gupta, Managing Director]__
[Signature & Seal]
______________________
Party 2
__GAP[jv_p2_name|Beta Tech GmbH]__
__GAP[jv_p2_signatory|Hans Müller, CEO]__
[Signature & Seal]
______________________