Guidance Note - This is an optional clause which should only be included in the Agreement where the NOPs have formed an unincorporated joint venture for the purposes of the Project. If the NOPs have formed an unincorporated joint venture for the Project, then the form of joint venture agreement will need to be attached to the Agreement (please refer to Schedule 16). |
The NOPs confirm that they have formed an unincorporated joint venture (Joint Venture) pursuant to a joint venture agreement entered into by the NOPs (Joint Venture Agreement) in the form set out in Schedule 16 to undertake their obligations under this Agreement. The NOPs acknowledge and agree that:
(a) any duty or obligation, if any, created by the Joint Venture Agreement or the Joint Venture as joint venturers will be subordinate to their obligations under this Agreement;
(b) the NOPs will not amend the Joint Venture Agreement or any aspect of their Joint Venture relationship without the Project Owner's consent (which will not be unreasonably withheld, and may be reasonably withheld where the proposed amendment will have any effect on this Agreement, the performance of the Works or the compensation payable to any of the NOPs under this Agreement); and
(c) any costs or expenses incurred by any of the NOPs in the administration, operation or conduct of the Joint Venture, other than procurement obligations or liabilities entered into by the NOPs on behalf of the Participants, must be paid for by the NOPs and will not be Reimbursable Costs.