JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this “Agreement”) is entered into as of the _____ day of _______________, 2021 (the “Effective Date”) by and between THE REPUBLIC OF GUINEA BISSAU represented by A EMPRESA NACIONAL de PESQUISA e EXPLORACAO PETROLIFERAS, E.P. a commercial company in its capacity as the Concessionaire and A EMPRESA NACIONAL de PESQUISA e EXPLORACAO PETROLIFERAS, E.P. a commercial company and ADA BUSINESS GE LTD. each in their capacity as members of the Contractor Group in the AREA OF BLOCK 5 FOR PETROLEM AND GAS EXPLORATION DEVELOPMENT AND PRODUCTION GUINEA BISSAU ONSHORE.

  1. Formation. The parties have indicated an interest in forming and establishing a joint venture for the exclusive purpose of pursuing business interests. The Joint Venture shall do business under the name (Insert Name), and shall have its principal office and place of business at (Insert Address) or such other place(s) as shall be designated from time to time. 
  1. Contributions. For the purpose of the Joint Venture, the parties shall make capital contributions, in cash or property, in the following amounts or values: 

(Insert Contributions made by Each Party)

If the Joint Venture requires additional funds, the parties shall make additional contributions as mutually agreed upon by the parties.

  1. Ownership. The parties shall own interest in the Joint Venture in the following percentages:

(Insert Ownership of Each Party in Percentage)

  1. Distribution of Profits. Net profits and net losses accruing to the Joint Venture shall be distributed to the parties as follows:

(Insert How Profits and Losses Will be Distributed)

  1. Management. The joint venture shall be managed in accordance with Article 42 of the Agreement for Joint Venture Participation executed by the Parties. 
  2. Duties and Obligations of the Parties. The duties and obligations of the Contractor Group are defined in Part VI of the Agreement for Joint Venture Participation executed by the Parties. 
  1. No Partnership. The Joint Venture shall not be construed to create a partnership or any other fiduciary obligations between the parties. 
  1. No Exclusivity. This Agreement does not obligate either party to conduct business exclusively with the other party. 
  1. Confidentiality. 

a. Confidential and Proprietary Information. In the course of the Joint Venture, the parties will be exposed to confidential and proprietary information. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas, improvements, and other information which the parties consider confidential and proprietary. The parties acknowledge and agree that each parties’ Confidential Information is valuable property, developed over a long period of time at substantial expense and that it is worthy of protection. 

b. Confidentiality Obligations. Except as otherwise expressly permitted in this Agreement, the parties shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform their respective duties and responsibilities or with the other party’s prior written consent. Both parties agree that all Confidential Information disclosed and received shall remain secret and confidential during the term of this Agreement and continue thereafter for __________ years after this Agreement is terminated or expires. 

c. Rights in Confidential and Proprietary Information. All ideas, concepts, work product, information, written material or other Confidential Information disclosed to either party (i) are and shall remain the sole and exclusive property of the disclosing party, and (ii) are disclosed or permitted to be acquired by the receiving party solely in reliance on this Agreement to maintain them in confidence and not to use or disclose them to any other person except in furtherance of the Joint Venture. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest or title in, to or under the Confidential Information to the receiving party. 

d. Irreparable Harm. Each party acknowledges that the use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, the disclosing party shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. The disclosing party shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to damages, both direct and consequential. In any action brought by the disclosing party under this Section, the disclosing party shall be entitled to recover its attorney’s fees and costs from receiving party. 

  1. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the address first stated above, or to such other address as such party may designate upon reasonable notice to the other party.
  1. Termination. Termination of this Agreement shall be in accordance with Article 12 of the Agreement for Joint Venture Participation.
  1. Amendment. This Agreement may be amended or modified only by a written agreement signed by all parties. 
  1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of (Insert Country), without regard to the principles of conflict of laws.
  1. Assignment. Neither party may assign its rights or delegate its duties under this Agreement without the other parties’ prior written consent.
  1. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.

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

(Insert Name of Signatory) acting as (Insert Signatory’s Title) on behalf of the THE REPUBLIC OF GUINEA BISSAU represented by A EMPRESA NACIONAL de PESQUISA e EXPLORACAO PETROLIFERAS, E.P. a commercial company in its capacity as the Concessionaire.

Signature: ____________________________________

(Insert Name of Signatory) acting as (Insert Signatory’s Title) on behalf of A EMPRESA NACIONAL de PESQUISA e EXPLORACAO PETROLIFERAS, E.P. a commercial company.

Signature: ____________________________________

(Insert Name of Signatory) acting as (Insert Signatory’s Title) on behalf of ADA BUSINESS GE LTD.

Signature: ____________________________________

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