DATED AS OF THE ….
DAY OF…………… 2025
JOINT VENTURE AGREEMENT
BETWEEN
AND
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THIS AGREEMENT is made this ………. day of ……… 2025
BETWEEN:
(1) ……………………… a limited liability company incorporated in the Republic of
Kenya having its registered office at …………… of Post Office Box Number
……………. Nairobi, Kenya (hereinafter referred to as “the Company” which
expression shall where the context admits includes its successor and assigns
in title) of the first part; and
(2) ………………….. a limited liability company incorporated in the Republic of
Kenya having its registered office at Nairobi, Kenya of Post Office Box
……………… Nairobi Kenya (hereinafter referred to as “…………….” which
expression shall where the context so admits includes its successor and
assigns in title) of the second part.
(The Company and ……………. collectively referred to as “Parties” and individually
as “Party”)
WHEREAS:
(A) WHEREAS, the Parties wish to establish a joint venture for the purpose of
…………; and
(B) WHEREAS, the Parties wish to enter into this Agreement to carry out the
purpose of the joint venture and to define the respective rights and
obligations of the Parties with respect to this joint venture.
NOW THEREFORE, in consideration of the mutual agreements and covenants
herein contained the parties agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement unless otherwise expressly provided or the context
otherwise requires, the following expressions shall have the following
meanings:
“Business Day” means a day, other than a Saturday, Sunday or public
holiday in Kenya, when banks in Nairobi are open for
business;
“Confidential Means any information or data, including but not
Information” limited to any information which relates to either
Party’s clients suppliers, employees, shareholders,
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prospects and users of its services or its business
activities, financial affairs, business plans and
strategies in any form in which that information or
data is stored or communicated, including in soft
(electronic format) and hard (printed on paper) copy,
which may not be subject patent or copyright
protection and the technology, systems, tools and
methodologies that either Party uses to provide any
services to its customers and clients, or other
information, under any form or with any content,
stored on any carrier, which concerns any of the
activities of either Party, its related parties,
contractors, suppliers or any third person, as well as
any information that by its nature ought to be
confidential and to which either Party has had access
in connection with or during the performance of its
contractual obligations, or to which the Party in
question has had accidental access, or which has been
produced as a result of or in connection with the
performance of its contractual obligations.
Information which is available to third persons by rule
of law or has already been lawfully publicly disclosed
by the relevant Party will not be considered
Confidential Information;
“Corrupt Practice” means but is not limited to the offering, giving,
receiving favors, or exaggerating the invoice or
soliciting of anything of value in order to unlawfully
influence the process of claims management and leads
to unwarranted payment and/or processing of such
claims. It also includes fraud or any activity termed as
corrupt in the Anti-Corruption and Economic Crimes
Act;
“Data” means any information and material in any form
shared between the Parties in the observance of their
obligations under this Agreement;
“Effective date” Means the date at which this Agreement is deemed to
commence
“Term” means the period of this Agreement commencing on
the Commencement Date and ending when this
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Agreement is terminated in accordance with its terms;
1.2 A person includes a natural person, corporate or unincorporated body
(whether or not having separate legal personality).
1.3 The Appendices form part of this Agreement and shall have effect as if set
out in full in the body of this Agreement. Any reference to this Agreement
includes the Appendices.
1.4 A reference to a company shall include any company, corporation or other
body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include
the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall
include a reference to the other genders.
1.7 This Agreement shall be binding on, and ensure to the benefit of, the parties
to this Agreement and their respective personal representatives, successors
and permitted assigns, and references to any Party shall include that Party's
personal representatives, successors and permitted assigns.
1.8 A reference to a statute or statutory provision is a reference to it as
amended, extended or re-enacted from time to time.
1.9 A reference to a statute or statutory provision shall include all subordinate
legislation made from time to time under that statute or statutory provision.
1.10 A reference to writing or written includes email.
1.11 Any obligation on a Party not to do something includes an obligation not to
allow that thing to be done.
1.12 A reference to this Agreement or to any other agreement or document
referred to in this Agreement is a reference of this Agreement or such other
agreement or document as varied or novated (in each case, other than in
breach of the provisions of this Agreement) from time to time.
1.13 References to clauses and Appendices are to the clauses and Appendices of
this Agreement and references to paragraphs are to paragraphs of the
relevant Appendix.
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1.14 Any words following the terms including, include, in particular, for example
or any similar expression shall be construed as illustrative and shall not limit
the sense of the words, description, definition, phrase or term preceding
those terms.
2. EFFECTIVE DATE
2.1 This Agreement shall come into force and take effect on …………………….
3. PLACE OF BUSINESS & TERM
4. The principal place of business of the Joint Venture shall be located at
…………………... The term of the Joint Venture shall commence on the
execution date of this Agreement and shall continue in perpetuity or until
mutual agreement to end the Joint Venture by the Joint Venturers.
5. THE COMPANY’S OBLIGATIONS
5.1 ……………………………………………….
5.2 ………………………………………………..
5.3 …………………………………………………etc
6. XYZ’S OBLIGATIONS
6.1 …………………………………………………..
6.2 ……………………………………………………
6.3 ………………………………………………….etc.
7. CONFIDENTIALITY
7.1 Each Party (the Receiving Party) hereto shall not unless compelled so to do
by any court of competent jurisdiction disclose to any person any
Confidential Information of the other Party (the Disclosing Party);
7.2 The Parties hereto shall treat as confidential all information relating to each
other and shall take all steps necessary to prevent it from being disclosed to
any unauthorized person or made public by any of their respective directors,
officers, employees or agents whether or not bound by the provisions of this
Agreement;
7.3 The Receiving Party may disclose the Disclosing Party’s Confidential
Information to its employees, owners, directors, agents, professional
advisers and subcontractors who need to know such information for
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purposes of carrying out the Party’s obligations or exercising the Party’s
rights under this Agreement (“Representatives”). Each Party shall ensure
that its Representatives comply with this clause 7;
7.4 The provisions of this clause shall not apply to any of the Disclosing Party’s
Confidential Information that:
9.4.1 is or becomes generally available to the public (other than as a result of its
disclosure by the Receiving Party or is Representatives in breach of this
clause 7);
9.4.2 after the Commencement Date comes into the possession of the Receiving
Party on a non-confidential basis and is received from a person lawfully in
possession of the information and owing no obligation of confidentiality to
the Disclosing Party in respect of the information; or
9.4.3 is required to be disclosed by the Receiving Party by any court or legal or
governmental or administrative authority competent to require disclosure.
7.5 No Party shall use the other Party's Confidential Information for any purpose
other than to exercise its rights and perform its obligations under or in
connection with this Agreement.
8. TERMINATION
8.1 Either Party shall be entitled to terminate this Agreement upon giving (30)
days’ notice in writing if the other Party shall be in material breach of any
term of this Agreement which breach is irremediable or (if such breach is
remediable) fails to remedy such breach within a period of one (1) month
after receipt of written notice to do so.
8.2 Either Party may, in the absence of breach of any provisions of this
Agreement, terminate this Agreement by giving the other a thirty (30)
written notice, without necessarily stating the reasons for the termination.
8.3 Either Party may terminate this agreement with immediate effect by giving
notice to the other Party if the other Party commences negotiations with all
or any class of its creditors with a view to rescheduling any of its debts, or
makes a proposal for or enters into any compromise or arrangement with
any of its creditors other than (being a company) for the sole purpose of a
scheme for a solvent amalgamation of that other Party with one or more
other companies or the solvent reconstruction of that other Party.
8.4 Either Party may terminate this agreement with immediate effect by giving
notice to the other Party if a petition is filed, a notice is given, a resolution is
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passed, or an order is made, for or in connection with the winding up of the
other Party;
8.5 Any termination of this Agreement shall be without prejudice to any other
rights or remedies a Party may be entitled to under this Agreement or at
law.
8.6 On termination or expiry of this Agreement, the following clauses shall
continue in force: (Confidentiality), (Indemnity), (Governing law), (Dispute
Resolution) and (Notices).
8.7 Termination or expiry of this Agreement shall not affect any rights,
remedies, obligations or liabilities of the Parties that have accrued up to the
date of termination or expiry, including the right to claim damages in
respect of any breach of the Agreement which existed at or before the date
of termination or expiry.
8.8 In the event of termination:
8.9 Each shall pay all outstanding amounts owing as at the date of termination
within Thirty (30) calendar days;
8.10 The Parties’ rights, duties and responsibilities shall continue in full force
during any agreed period of notice and, the Medical Service Provider shall
pay all sums due in respect of work done, and fees due and expenditure
committed by the Company until the end of the Term.
9. INDEMNITY
9.1 Each party shall indemnify and hold the Scheme Administrator harmless
from all claims and all direct, indirect or consequential liabilities including
loss of profits, loss of business, depletion of goodwill and similar losses,
costs, proceedings, damages and expenses (including legal and other
professional fees and expenses) awarded against, or incurred or paid by
either party as a result of or in connection with:
i. any alleged or actual infringement, whether or not under law, of any
third party's Intellectual Property Rights or other rights arising out of
either party’s exercise of its obligations herein or the use or supply of
the Services; or
ii. any claim made against the either party in respect of any liability,
loss, damage, injury, cost or expense sustained by the Scheme
Administrator's employees or agents or by any Authorized Recipient
or third party.
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10. SEVERABILITY
10.1 If any provision or part-provision of this Agreement is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall be deemed deleted.
Any modification to or deletion of a provision or part-provision under this
clause shall not affect the validity and enforceability of the rest of this
Agreement.
10.2 If any provision or part-provision of this agreement is invalid, illegal or
unenforceable, the parties shall negotiate in good faith to amend such
provision so that, as amended, it is legal, valid and enforceable, and, to the
greatest extent possible, achieves the intended commercial result of the
original provision.
11. SOLE AGREEMENT
11.1 This Agreement constitutes the entire agreement between the Parties and
supersedes and extinguishes all previous discussions, negotiations,
agreements promises, assurances, warranties, representations and
understandings between the Parties, whether written or oral, relating to its
subject matter.
11.2 Each Party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement.
11.3 Each Party agrees that it shall have no claim for innocent or negligent
misrepresentation based on any statement in this agreement
12. FORCE MAJEURE
12.1 Neither Party (“Claiming Party”) shall be deemed to be in breach of this
Agreement or otherwise liable to the other Party (the "Non-claiming Party")
for any delay in performance or any non-performance of any obligations under
this Agreement (and the time for performance shall be extended accordingly)
if and to the extent that the delay or non-performance is due to any event that
is beyond the reasonable control of the Claiming Party, including without
limitation such events as war, industrial action, floods or Acts of God (“Force
Majeure”) provided that:
21.1.1the Claiming Party promptly notifies the Non-claiming Party of the nature
and extent of the event giving rise to Force Majeure and of the period by
which it estimates its performance will be delayed;
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21.1.2the Claiming Party shall use all reasonable endeavors to mitigate, overcome
or remove the Force Majeure as quickly as possible at its own cost; and
21.1.3If the Force Majeure in question prevails for a continuous period in excess of
ninety (90) calendar days, the Non-claiming Party may terminate this
Agreement by written notice of not less than thirty (30) calendar days.
21.2 The following events or circumstances shall not constitute Force Majeure:
21.2.1Any event which is caused by the negligence or intentional action of a party
or such party’s sub-contractors or agents or employees;
21.2.2Insufficiency or unavailability or failure to make requisite payment unless
the failure is occasioned by a force majeure event affecting all reasonable
means of making payment.
21.2. The following events or circumstances shall not constitute Force Majeure
21.2.1. Any event which is caused by the negligence or intentional action of a
party or such party’s sub-contractors or agents or employees.
21.2.2. Insufficiency or unavailability or failure to make requisite payment unless
the failure is occasioned by a force majeure event affecting all reasonable
means of making payment.
13. NON – ASSIGNMENT
13.1 The Medical Service Provider may not assign any of its rights or obligations
under this Agreement without the prior written consent of the Company.
14. AMENDMENTS
14.1 No change, modification or addition to the terms and conditions set out herein
shall be valid unless set forth in writing and signed by or on behalf of the
Parties hereto.
15. WAIVER
15.1 No failure or delay by a Party to exercise any right or remedy provided under
this Agreement or by law shall constitute a waiver of that or any other right
or remedy, nor shall it prevent or restrict the further exercise of that or any
other right or remedy. No single or partial exercise of such right or remedy
shall prevent or restrict the further exercise of that or any other right or
remedy.
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15.2 To be effective, a waiver of any right or remedy under this Agreement or by
law must be in writing signed by or on behalf of the waiving Party and be
delivered to the other Party and shall not be deemed a waiver of any
subsequent right or remedy.
16. WARRANTIES
16.1 Each Party hereby warrant the other and undertake that:
16.2 it will carry out its obligations under this Agreement with all due skill and
diligence and in a good and workmanlike manner, and in accordance with
applicable laws and regulations and the best practice within the healthcare
industry (“Best Practice”);
16.3 all its employees and agents will have the necessary skills, professional
qualifications and experience to perform the obligations under this
Agreement in accordance Best Practice; and
16.4 it has obtained all necessary and required licenses, consents and permits to
perform its obligations under this Agreement.
16.5 Each Party warrants, represents and undertakes that in entering into this
Agreement (i) it does not breach any obligation to any third party (ii) its
performance of its obligations under this Agreement will not breach any
applicable law or regulation (iii) it has full capacity and authority to enter into
this Agreement and (iv) it has obtained all necessary and required permits to
conduct its business.
17. DISPUTE RESOLUTION
17.1 Any dispute controversy or claim arising out of or in connection with this
Deed or the breach, rescission or validity thereof (or a dispute or controversy
as to the existence of the same) (“a Dispute”) shall, if not amicably resolved
by the parties within fourteen (14) days of notification of such Dispute (by
either Party to the others), be finally settled by arbitration in accordance with
the following provisions:
27.1.1the arbitration shall be conducted under the provisions of the Rules of the
Chartered Institute of Arbitrators (Kenya Branch) (and where any matter or
thing is not covered by such Rules the provisions of the Arbitration Act
1995, Laws of Kenya as amended from time to time shall apply).
27.1.2the arbitration shall be conducted by a single arbitrator (“Arbitrator”) to be
appointed by agreement among the Parties or, failing agreement within 14
days of the notification by either Party to the others of the existence of a
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dispute or claim, to be appointed by the Chairman for the time being of The
Chartered Institute of Arbitrators, Kenya Branch, on the application of either
Party.
27.1.3the Arbitrator will be bound by the provisions of this Deed. Prior to his
appointment, the selected Arbitrator shall be made aware of the terms of
this Deed.
27.1.4the Arbitrator shall have the right to assess the costs of the arbitration and
costs incurred by either Party against the losing Party or in such manner as
he deems just.
27.1.5the Arbitrator shall set forth in writing the basis of the award or decision.
The award rendered by the Arbitrator shall be final and binding.
27.1.6judgement on the award or any other final or interim decision rendered by
the Arbitrator may be entered, registered, or filed for enforcement purposes
in any court of competent jurisdiction.
27.1.7notwithstanding the above provisions of this clause, a Party is entitled to
seek preliminary injunctive relief or interim or conservatory measures from
any court of competent jurisdiction pending the final decision or award of
the Arbitrator.
18. COUNTERPARTS
18.1 This Agreement may be executed in any number of counterparts, each of
which when executed and delivered shall constitute a duplicate original, but
all the counterparts shall together constitute the one agreement.
18.2 Transmission of an executed counterpart of this Agreement (but for the
avoidance of doubt not just a signature page) by email (in PDF, JPEG or other
agreed format) shall take effect as delivery of an executed counterpart of this
agreement. If either method of delivery is adopted, without prejudice to the
validity of the agreement thus made, each Party shall provide the others with
the original of such counterpart as soon as reasonably possible thereafter.
18.3 No counterpart shall be effective until each Party has executed and delivered
at least one counterpart.
19. GOVERNING LAW
19.1 This Agreement and any dispute or claim (including non-contractual disputes
or claims) arising out of or in connection with it or its subject matter or
formation shall be governed by and construed in accordance with Kenyan law.
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20. COSTS
20.1 Except as expressly provided in this Agreement, each Party shall pay its own
costs incurred in connection with the negotiation, preparation, and execution
of this Agreement.
21. NOTICES
21.1 Any notice or other communication given to a Party under or in connection
with this deed shall be in writing (in English) and shall be:
31.1.1delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office (if a company) or
its principal place of business (in any other case); or
31.1.2sent by electronic mail to the most recent email address notified by
the other Party.
21.2 Any notice or communication shall be deemed to have been received:
31.2.1if delivered by hand, on signature of a delivery receipt;
31.2.2if sent by post or other registered delivery service, at 9.00 am on the
fifth (5th) Business Day after posting or at the time recorded by the
delivery service; or
31.2.3if by electronic mail, upon receipt in a readable form.
21.3 This clause does not apply to the service of any proceedings or other
documents in any legal action or, where applicable, any arbitration or other
method of dispute resolution.
22. GENERAL PROVISIONS
22.1 The Contra proferentem rule of interpretation of the Agreement in case of
ambiguity, against the drafter of the Agreement shall not be applicable to the
provisions of this Agreement;
22.2 No provision of this Agreement shall (unless otherwise stated) constitute a
stipulation for the benefit of any third Party (stipulatio alteri) who is not a
Party to this Agreement.
22.3 Except as expressly provided in this Agreement, the rights and remedies
provided under this Agreement are in addition to, and not exclusive of, any
rights or remedies provided by law.
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22.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the parties, constitute any Party
the agent of another Party, or authorize any Party to make or enter into any
commitments for or on behalf of any other Party.
22.5 Each Party shall use all reasonable endeavors to procure that any necessary
third party shall, execute and deliver such documents and perform such acts
as may reasonably be required for the purpose of giving full effect to this
Agreement.
23. HEADINGS
23.1 The headings to this Agreement are for convenience of reference and are not
to be construed as part of the Agreement.
IN WITNESS WHEREOF this Agreement has been duly executed on the day and
year first hereinbefore written
SEALED with the Common Seal of )
XXXXXXXXXXXXXXX )
in the presence of: - )
)
)
NAME: ____________________________ )
)
SIGNATURE: _____________________ )
DIRECTOR )
)
)
)
NAME: ____________________________ )
)
SIGNATURE: _____________________ )
DIRECTOR/SECRETARY )
SEALED with the Common Seal of )
YYYYYYYYY )
in the presence of: - )
)
)
)
NAME: ____________________________ )
)
SIGNATURE: _____________________ )
AUTHORIZED SIGNATORY )
)
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)
NAME: ____________________________ )
)
SIGNATURE: _____________________ )
AUTHORIZED SIGNATORY )
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