The EXA Way Supplement

Contractual Joint Venture (CJV) Agreement

Page 265

1. Parties

This Contractual Joint Venture Agreement (hereinafter referred to as "Agreement") is made and entered into by Company A, Company B, and Company C, hereafter collectively referred to as the "Parties," for the purpose of bidding and executing the "ABC" government contract.

2. Recitals

This Agreement supersedes any former teaming agreements between the Parties and establishes a joint venture ("JV") specifically for the ABC government contract.

3. Term

This Agreement commences on [Effective Date] and continues until the completion of the ABC project or as mutually revised by the Parties.

4. Joint Venture Management

4.1. JV Manager: Company A shall act as the JV Manager, leading and coordinating the proposal effort and managing all contract revenues and payments.

4.2. Communications: Company A will coordinate communications with the customer. However, all Parties may communicate directly with the customer, provided they inform Company A of such communications.

4.3. Management Fee: Company A will collect a 2.5% management fee from the revenues of all Parties.

5. Work Share Allocation

The Work Share Allocation for the ABC project shall be in accordance with Schedule A. Once a government contract is established with the CJV, the Work Share Allocation cannot change except through unanimous agreement of the Parties.

6. Risk Pool Operation

6.1. Establishment: The JV shall operate a risk pool using a portion of the profits to cover predefined risks.

6.2. Contributions: Parties will contribute to the risk pool, from time to time as necessary, in proportion to their respective work shares.

6.3. Disbursement: At the end of the contract, any remaining risk pool funds will be disbursed to the Parties in proportion to their work share value.

7. Compliance with Contractual Terms

All Parties must abide by the contractual terms and conditions set out in Schedule B.

8. ITB/VP Obligations

All Parties are required to meet the ITB/VP obligations as outlined in Schedule C.

9. Withdrawal from JV

No Party may withdraw from the JV without unanimous consent from the other Parties and approval from the government customer.

10. Replacement of a Party

Should a Party fail to fulfill its obligations, causing material damage to the JV, the remaining Parties may unanimously agree to replace the delinquent Party, subject to consent from the government customer.

11. Cross-Indemnification Agreement

The Parties agree to abide by a separate Cross-Indemnification Agreement, as stipulated in Schedule D.

12. Dispute Resolution

Disputes under this Agreement shall be resolved through consultation or arbitration, subject to the laws of [Jurisdiction].

13. Joint and Several Liability

13.1. Acknowledgment of Liability: The Parties hereby acknowledge and agree that they shall be jointly and severally liable for the performance of all obligations, duties, and responsibilities of the Joint Venture under this Agreement and the ABC government contract.

13.2. Scope of Liability: Joint and several liability means that each Party is individually responsible for the entire obligation of the Joint Venture, as well as collectively with the other Parties. This includes, but is not limited to, the fulfillment of contractual obligations, adherence to schedules, quality of work, and financial commitments.

13.3. Recourse and Indemnification: In the event that one Party fulfills more than its proportional share of the Joint Venture's obligations, that Party shall have the right to seek appropriate recourse and indemnification from the other Parties in accordance with the terms of the Cross-Indemnification Agreement and the respective contributions and responsibilities as outlined in this Agreement.

14. Termination

This Agreement may be terminated by unanimous consent of all Parties or upon completion of the ABC project.

15. Amendments

Amendments to this Agreement require written consent from all Parties.

16. Governing Law

This Agreement shall be governed by the laws of [Jurisdiction].

17. Signatures

Executed by the authorized representatives of the Parties as of the last date written below:

Company A: ________________________ Name: [Name], [Title] Date: [Date]

Company B: ________________________ Name: [Name], [Title] Date: [Date]

Company C: ________________________ Name: [Name], [Title] Date: [Date]

***Disclaimer: The information presented in this supplement is for information purposes only. It is not intended, and may not be used, as legal or business advice. The author makes no representations of warranty, accuracy, or fit for purpose of the information herein. Use at your own risk.