JOINT VENTURE AGREEMENT FOR FINANCI

JOINT VENTURE AGREEMENT FOR FINANCIAL INVESTMENT
JAPAN - VIETNAM


Date: June 14th, 2014
We, undersigned:
Party A
…………………..
Address:
Represented by:
Registration No.:
Bank Account No.:
Swift Code:
Bank Name:
Address:
Bank Officer Name:
Contact No.:
hereinafter referred to as the “Party A”, on one side
and
Party B
CONSTREXIM.CZ , a.s,
Address: Dalovice, Hlavní 30, PSČ 362 63, Czech Republic
Represented by: Mr. Huu Loi Nguyen, Chairman of the Board
Registration No.: 27134440
Bank Account No.: 119101 4000 1930 (EUR)
Swift Code: BIDVVNVX
Bank Name: BIDV, Nam Ky Khoi Nghia Branch
Address: 12-14 Nam Ky Khoi Nghia St, Dist. 1, Ho Chi Minh City
Bank Officer Name: Ms. NGUYEN THI NGOAN
Contact No.: [phone] EXT 657
hereinafter referred to as the “Party B” on the other side

WHEREAS:
The Parties hereto wish to establish and define a mutually acceptable framework to facilitate their common objective of joint investment in Europe and Asia
The Party B has the knowledge with years of experience in international commercial and investment procedure as well as it has feasible investment programs to bring corresponding profit
The Party B offers to engage in common Consulting Activities in view to bring about implementation of the aforesaid mutual investment under the acceptable conditions for the Parties
Party A has the financial capacity and is ready to provide the funds for implementation of the mutual investment as per conditions of this Agreement
This Cooperation Agreement shall represent a summation of all undertakings and obligations intended to be formally entered into;
NOW THEREFORE IN CONSIDERATION of the mutual promises, covenants and undertakings conditions provided for below, the Parties directly or through their duly authorized representatives agree as follows:

DEFINITIONS AND INTERPRETATION OF AGREEMENT
1.1. Definition:
When used in this Agreement, the following terms shall have the following meanings:
a) "Investment" means the investment capital in the form of tangible property or intangible property for the conducting of investment activities according to the Vietnam regulations.
b) "Direct investment" is a form of investment by investors who contribute capital and participate in active investment management.
c) "Indirect investment" is a form of investment through purchase of shares, stocks, bonds and other valuable papers, securities and investment funds through of financial institutions that intermediate investors are not directly involved in the management of financial investments, capital contribution or contribution by the transfer method of payment gateway.
d) "Investor" means an organization or individual capital to carry out investment activities.
e) "Investment activities" are activities of investors in the investment process, including investment preparation, implementation and management of investment projects.
f) "Investment Capital" means cash and other assets to legally implement investment activities in the form of direct investment or portfolio investment.
g) "The đong Vietnam" - VND, means the lawful currency of Vietnam.
i) “EURO” – EUR, means the lawful currency of the European Union.
k) "Party" means Party A or Party B, depending on the context (required) express
m) “This Agreement" means that Joint Venture Investment Agreement includes the entire agreement documents, appendices and documents relating.
n) "Project" means the project implemented by the Party A or Party B in the frame of this Agreement
o) "Day" means calendar day and month calendar month shall be construed.
p) "Banking Day” or “Banking hour" means calendar day/working hour, except on Saturdays and Sundays, holidays, new year in accordance with the laws of Vietnam.
q) "Law" means the whole system of laws of the agreed country and Pursuant to the rules of international finance.
s) "Change" is the change in the Agreement when it is approved in writing by the parties.
t) “BIDV” is Bank of Investment and Development of Vietnam and also known the coordinated bank of Party B.
u) “Represented” and/or “Representative” means an organization or individual ownership or on behalf of the owner to implement all procedure of the transaction between both Parties. Including but not limit to perform all actions in association with such activities, to sign appendix of Agreements and protocols; to execute, acknowledge, seal and deliver all applicable documents and documentation; to act on behalf of the Party B or Party A and also if a special power of attorney is required on the basis of legal regulations.

1.2 Principles of Agreement Interpretation
When there is a conflict between the contents of a specific article and section of the terms that will apply to the content of the articles address the issues set out in the scope of that provision. The title is intended only for convenient reference and are not affect the interpretation of the thing, or the relevant section of this Agreement.
References in this Agreement to the Appendix, Article, Section and paragraph, unless otherwise specified, is the appendix, which, and the period of this Agreement.
The words "this Agreement". "In this Agreement" and "hereunder" and other similar words are used in this Agreement shall refer to this entire Agreement and not referring to any particular provision of this Agreement.
The Parties agree to strictly implement the terms and conditions as follows:

Article 1. SUBJECT OF AGREEMENT
The Parties agreed to make joint investments in the sum of …… EUR
(in words: ……….. million euro ), with possible rolls and extensions, being guided by the general principles, on below mentioned conditions:
Total amount of Joint Investments: ….. EUR
Currency of the Investments: EUR or its equivalent in VND
Interest on Investor : 0.00% (zero per cent)
Term of Investments : 10 (ten) years with possible extensions

Article 2. TERMS AND CONDITIONS OF AGREEMENT
2.1. The “Party A”, confirm with full corporate and its represented personal responsibility that they are ready, willing and able to make joint investment in amount of EUR ………. (…… million EUR) as per this Agreement. The concrete sum of joint venture investment being transferred by the Party A to investment account of Party B via Deutsche Bank AG as specified in Banking coordinates herein. This amount will be referred as 100% of the investment amount. The roll and extension can be agreed by the PARTIES
2.2. The Party B undertakes to engage in common Consulting and Trustee Activities in view to bring about conclusion and implementation of various contracts on the mutual investment as per Preamble of this Agreement.
2.3. To fulfill its obligation of this Agreement the Party B is obliged to bring to the Party A various investment cases from various branches with the most detailed economic and essential data for each investment case. Based on the provided data the Parties shall confirm the mutual acceptance of investment case/s for implementation.
2.4. After mutual acceptance of any investment case the Party B is obliged to work out the business plan for this business case. Such business plan has to define clearly the yield and all important aspects of such business case.
2.5. The splitting of the management of individual projects between the Parties as well as the rewards for provided services will be agreed by the Parties later in a Addendum/s to this Agreement.
2.6. The Yield of the individual project will be split by the Manager of the Project.
2.7 The Party A hereby confirms with full legal and corporate responsibility, under the penalty of perjury that all the joint investment funds disposed in the relationship with this Agreement are valid, genuine and of Clean, Clear and Non-Criminal Origin and can be provided with full necessary relevant evidence.
2.8. The Party A declares that the aforementioned joint investment funds are legal for International commerce, devoid of restrictions, free and clear of any liens, claims and/or encumbrances.


Article 3. PROCEDURE
3.1. The Representatives of both Parties sign this agreement with full banking details of the Parties and shall promptly lodge the appropriate Copies of this Agreement in the Banks of the Parties, for Authorized Bank Officers on execution this Transaction.
3.2. Representative of the Both Parties sends his passport color copy and his Authorization Letter, if required.
3.4. Once the agreement is signed, the Party A organize a Top Table Meeting (TTM) with Party B’s representative who will fully cooperate to perform each and every transaction with the Party A.
3.5. On this TTM all concrete steps and procedures including the schedules will be agreed by the Parties in the form of Annexes to this Agreement.

Article 4. NON-CIRCUMVENTION & NON DISCLOSURE
4.1. The Parties herein agree to abide by the following rules of Non-Circumvention & Non-Disclosure for a period of fifteen (15) years from the effective date hereof. This covenant and agreement shall survive termination of this Agreement for any reason whatsoever.
4.2. The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring hereunder, each other’s business, business sources and affiliates, and each other’s proprietary knowledge and know how, and will disclose such information only pursuant to the express written permission of the Party who made such information available.
4.3. This Agreement, and each additional agreement concluded or written, or verbal disclosure made between the Parties, shall be kep

Kết quả (Việt) 1:

THỎA THUẬN LIÊN DOANH CHO ĐẦU TƯ TÀI CHÍNHNHẬT BẢN - VIỆT NAMNgày: 14 tháng 6 năm 2014Chúng tôi, undersigned: Bên A…………………..Địa chỉ: Đại diện bởi: Số đăng ký: Số tài khoản ngân hàng: Mã Swift: Tên ngân hàng: Địa chỉ: Cán bộ ngân hàng tên: Liên hệ số: sau đây được gọi là "Đảng A", một bên vàBên BCONSTREXIM. CZ, a.s, Địa chỉ: Dalovice, nhà 30, PSČ 362 63, Cộng hoà SécĐại diện: ông hữu Loi Nguyễn, chủ tịch Hội đồng quản trịĐăng ký số: 27134440 Tài khoản ngân hàng số: 119101 4000 năm 1930 (EUR)Mã Swift: BIDVVNVXTên ngân hàng: BIDV, Nam Ky Khoi Nghia chi nhánhĐịa chỉ: 12-14 Nam Kỳ khởi nghĩa St, Quận 1, TP. Hồ Chí MinhCán bộ ngân hàng tên: Bà Nguyễn thị ngoạnLiên hệ số: + 84-8-38218812 EXT 657sau đây được gọi là "Bên B" phía bên kiaTRONG KHI ĐÓ:Các bên hereto muốn thiết lập và xác định một khuôn khổ cùng chấp nhận được để tạo điều kiện của mục tiêu phổ biến của chung đầu tư vào châu Âu và á B bên có kiến thức với nhiều năm kinh nghiệm trong thương mại quốc tế và qui trình đầu tư cũng như nó có chương trình đầu tư khả thi để mang lại lợi nhuận tương ứng B bên cung cấp để tham gia chung hoạt động tư vấn trong xem để mang về thực hiện đầu tư lẫn nhau nêu trên theo các điều kiện chấp nhận được cho các bênBên A có khả năng tài chính và sẵn sàng để cung cấp các khoản tiền cho việc thực hiện đầu tư lẫn nhau theo các điều kiện của thỏa thuận này This Cooperation Agreement shall represent a summation of all undertakings and obligations intended to be formally entered into;NOW THEREFORE IN CONSIDERATION of the mutual promises, covenants and undertakings conditions provided for below, the Parties directly or through their duly authorized representatives agree as follows:DEFINITIONS AND INTERPRETATION OF AGREEMENT1.1. Definition:When used in this Agreement, the following terms shall have the following meanings:a) "Investment" means the investment capital in the form of tangible property or intangible property for the conducting of investment activities according to the Vietnam regulations.b) "Direct investment" is a form of investment by investors who contribute capital and participate in active investment management.c) "Indirect investment" is a form of investment through purchase of shares, stocks, bonds and other valuable papers, securities and investment funds through of financial institutions that intermediate investors are not directly involved in the management of financial investments, capital contribution or contribution by the transfer method of payment gateway.d) "Investor" means an organization or individual capital to carry out investment activities.e) "Investment activities" are activities of investors in the investment process, including investment preparation, implementation and management of investment projects.f) "Investment Capital" means cash and other assets to legally implement investment activities in the form of direct investment or portfolio investment.g) "The đong Vietnam" - VND, means the lawful currency of Vietnam.i) “EURO” – EUR, means the lawful currency of the European Union.k) "Party" means Party A or Party B, depending on the context (required) expressm) “This Agreement" means that Joint Venture Investment Agreement includes the entire agreement documents, appendices and documents relating.n) "Project" means the project implemented by the Party A or Party B in the frame of this Agreemento) "Day" means calendar day and month calendar month shall be construed.p) "Banking Day” or “Banking hour" means calendar day/working hour, except on Saturdays and Sundays, holidays, new year in accordance with the laws of Vietnam.q) "Law" means the whole system of laws of the agreed country and Pursuant to the rules of international finance.s) "Change" is the change in the Agreement when it is approved in writing by the parties.t) “BIDV” is Bank of Investment and Development of Vietnam and also known the coordinated bank of Party B.u) “Represented” and/or “Representative” means an organization or individual ownership or on behalf of the owner to implement all procedure of the transaction between both Parties. Including but not limit to perform all actions in association with such activities, to sign appendix of Agreements and protocols; to execute, acknowledge, seal and deliver all applicable documents and documentation; to act on behalf of the Party B or Party A and also if a special power of attorney is required on the basis of legal regulations.
1.2 Principles of Agreement Interpretation
When there is a conflict between the contents of a specific article and section of the terms that will apply to the content of the articles address the issues set out in the scope of that provision. The title is intended only for convenient reference and are not affect the interpretation of the thing, or the relevant section of this Agreement.
References in this Agreement to the Appendix, Article, Section and paragraph, unless otherwise specified, is the appendix, which, and the period of this Agreement.
The words "this Agreement". "In this Agreement" and "hereunder" and other similar words are used in this Agreement shall refer to this entire Agreement and not referring to any particular provision of this Agreement.
The Parties agree to strictly implement the terms and conditions as follows:

Article 1. SUBJECT OF AGREEMENT
The Parties agreed to make joint investments in the sum of …… EUR
(in words: ……….. million euro ), with possible rolls and extensions, being guided by the general principles, on below mentioned conditions:
Total amount of Joint Investments: ….. EUR
Currency of the Investments: EUR or its equivalent in VND
Interest on Investor : 0.00% (zero per cent)
Term of Investments : 10 (ten) years with possible extensions

Article 2. TERMS AND CONDITIONS OF AGREEMENT
2.1. The “Party A”, confirm with full corporate and its represented personal responsibility that they are ready, willing and able to make joint investment in amount of EUR ………. (…… million EUR) as per this Agreement. The concrete sum of joint venture investment being transferred by the Party A to investment account of Party B via Deutsche Bank AG as specified in Banking coordinates herein. This amount will be referred as 100% of the investment amount. The roll and extension can be agreed by the PARTIES
2.2. The Party B undertakes to engage in common Consulting and Trustee Activities in view to bring about conclusion and implementation of various contracts on the mutual investment as per Preamble of this Agreement.
2.3. To fulfill its obligation of this Agreement the Party B is obliged to bring to the Party A various investment cases from various branches with the most detailed economic and essential data for each investment case. Based on the provided data the Parties shall confirm the mutual acceptance of investment case/s for implementation.
2.4. After mutual acceptance of any investment case the Party B is obliged to work out the business plan for this business case. Such business plan has to define clearly the yield and all important aspects of such business case.
2.5. The splitting of the management of individual projects between the Parties as well as the rewards for provided services will be agreed by the Parties later in a Addendum/s to this Agreement.
2.6. The Yield of the individual project will be split by the Manager of the Project.
2.7 The Party A hereby confirms with full legal and corporate responsibility, under the penalty of perjury that all the joint investment funds disposed in the relationship with this Agreement are valid, genuine and of Clean, Clear and Non-Criminal Origin and can be provided with full necessary relevant evidence.
2.8. The Party A declares that the aforementioned joint investment funds are legal for International commerce, devoid of restrictions, free and clear of any liens, claims and/or encumbrances.


Article 3. PROCEDURE
3.1. The Representatives of both Parties sign this agreement with full banking details of the Parties and shall promptly lodge the appropriate Copies of this Agreement in the Banks of the Parties, for Authorized Bank Officers on execution this Transaction.
3.2. Representative of the Both Parties sends his passport color copy and his Authorization Letter, if required.
3.4. Once the agreement is signed, the Party A organize a Top Table Meeting (TTM) with Party B’s representative who will fully cooperate to perform each and every transaction with the Party A.
3.5. On this TTM all concrete steps and procedures including the schedules will be agreed by the Parties in the form of Annexes to this Agreement.

Article 4. NON-CIRCUMVENTION & NON DISCLOSURE
4.1. The Parties herein agree to abide by the following rules of Non-Circumvention & Non-Disclosure for a period of fifteen (15) years from the effective date hereof. This covenant and agreement shall survive termination of this Agreement for any reason whatsoever.
4.2. The Parties will maintain complete confidentiality regarding this Agreement and all transactions occurring hereunder, each other’s business, business sources and affiliates, and each other’s proprietary knowledge and know how, and will disclose such information only pursuant to the express written permission of the Party who made such information available.
4.3. This Agreement, and each additional agreement concluded or written, or verbal disclosure made between the Parties, shall be kep