Q: Joint Venture Agreement Article 1

Ans: Article 1. Definitions and interpretation

1.1 Definitions

In this Agreement, the following terms, to the extent not inconsistent with the context thereof, shall have the following meanings assigned to them herein below:

(i)

"Act" shall mean the Companies Act, 2013, and any amendment thereto or any succeeding enactment for the time being in force.

(ii)

"Affiliate" in relation to any party hereto shall mean any firm, concern or company or entity, which controls the said party or is controlled by that party, either on its own or together with one or more affiliates. "Control" means beneficial ownership directly or indirectly of more than fifty percent (50%) in capital deployed in the said firm, concern or company or entity and in the case of companies, which are bodies corporate registered as per laws in force in the respective country, control shall be determined in relation to the voting securities of such entity or its power to control the majority of the composition of the Board of Directors or power to direct the management or policies of such entity by contract or otherwise.

(iii) "Agreement" or "this Agreement means this joint venture agreement and shall include the Exhibits annexed to this Agreement. 

(iv) "Memorandum and Articles of Association shall mean the Memorandum and Articles of Association of the JVC as set forth in Exhibit 1 to this Agreement.

(v) "Board" shall mean the Board of Directors of the JVC

(vi) "Conditions Precedent" shall mean the conditions precedent mentioned in Article 4 of this Agreement.

(vii) "Effective Date" shall mean the date as mentioned in Article 18 of this Agreement.

(viii) "Equipment means all XYZ System developed, designed and/or manufactured and assembled from time to time by Company B and/or any Affiliate of Company B, except the [.] system of [.].

(ix) "Improvement" means development or improvement of or upon or new Invention relating to the Equipment.

(x) "License and Assistance Agreement" shall mean the agreement to be entered into Company B and the JVC

(xi) "Licensed Product" means a XYZ System in its entirety included in the Equipment of a type in respect of which Company B has from time to

time furnished Technology to the JVC by common consent of Company B and the JVC and includes any Improvement.

(xii) "Licensed Part" means a part or parts or components of a XYZ System included in the Equipment of a type in respect of which Company B has from time to time furnished Technology to the JVC by common consent of Company B and JVC and includes any Improvement.

(xiii) "Patents" mean any patent which may be obtained or applied for by Company B and/or an Affiliate of Company B during the term of this Agreement for inventions used or embodied in the Equipment

(xiv) "Person" shall include an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company or other entity or organisation, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity.

(xv) "Shares" shall mean the equity shares of [•][Currency and value; in the case of [•][Specific country], it is [•][Specific country]n Rupee] each of the JVC.

(xvi) "Shareholder" or "Shareholders" shall mean any Person who holds shares of the JVC.

(xvii) "Technology" means all knowhow, confidential technical data, drawings, designs and information relating to the manufacture, assembly, testing, servicing and sale of a Licensed Product and Licensed Parts now or hereafter becoming owned by or known to Company B including improvements and which Company B has the right to disclose to others, and includes (without being limited to) prints as well as engineering, manufacturing and assembly information necessary and advantageous for the manufacture and assembly of Licensed Products and Licensed Parts, such as assembly drawings, material specifications, technical specifications, parts lists, drawings of tools and of special machines and assembly instructions for Licensed Products.

(xviii) "Territory" shall mean the [•][Country].

(xx) "The Company Trademark" means the Company Trademarks [•] as well as [], whether registered or unregistered and whether written in part or in toto, in capitals or not.