Joint Venture Agreement Between BMW and TATA Motors

Flow of the contract

1) Title of the Agreement
2) Identification of Parties
3) Preamble
4) Purpose of Joint Venture
5) Definitions
6) Contributions of Each Party
7) Profit and Loss Sharing
8) Key Clauses (Except dispute resolution)
9) Rights and Obligations
10) Limitations on Liability
11) Dispute Resolution Clause
12) Governing Law
13) Review and Revision
14) Signature Section

Key Clauses to be included:

1. Indemnification Clause
2. Force Majeure Clause
3. Limitations on Liability Clause
4. Confidentiality Clause
5. Copyright Clause
6. Use Restrictions
7. Termination Clause
8. Warranties and Disclaimers Clause
9. Dispute Resolution Clause (Clause 17)

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Joint_Venture_Agreements.doc
THIS AGREEMENT executed at 130, Lal Bagh Main Rd, K.S. Garden, Vinobha Nagar,
Sudhama Nagar, Bengaluru, Karnataka 560027 on the day of 7th December, 2024
BETWEEN: M/S. EICHER MOTORS LIMITED.
(herein after referred to as the "ABC", which expression shall, wherever the context so
requires or admits, mean and include, its successors and assigns).
AND: M/S. MARUTI SUZUKI INDIA LIMITED,
(here in after referred to as the "XYZ ", which expression shall, wherever the context so
requires or admits, mean and include, its successors-in-title and assigns);
WITNESSES AS FOLLOWS:
I. WHEREAS ABC is engaged in business of manufacturing commercial vehicles and has
extensive experience in the automotive sector, particularly in developing sustainable
transportation solutions;
II. WHEREAS the XYZ are doing business in manufacturing passenger vehicles and has
significant expertise in automotive engineering and market distribution within India;
III. WHEREAS the parties hereto have decided to float a project of developing and
producing electric vehicles (EVs) for the Indian market, leveraging their combined
strengths to promote sustainable mobility solutions ( hereinafter referred to as the
"PROJECT");
IV. WHEREAS ABC and XYZ both having the necessary infrastructure and the capabilities
of providing the services required for the project have agreed to form a Joint Venture
Company for the Project and ABC and XYZ are desirous of entering into an Agreement for
constituting Joint Venture Company in terms hereof;
V. WHEREAS the Parties hereto for the said Project have decided to form a Joint Venture
Company and whereas subject to all necessary consents, licences, permissions and authorities
to be procured for the formation and incorporation of the joint venture Company in India,
with the principle object, inter alia, being that of developing, manufacturing, and
marketing electric vehicles (EVs) tailored for the Indian market, focusing on sustainable
mobility solutions and leveraging advanced automotive technologies;
VI. WHEREAS ABC and XYZ are desirous of recording the Agreement with regard thereto
and the agreement arrived at between them;
VII. NOW THIS AGREEMENT WITNESSESTH AS FOLLOWS:
1. It is agreed between the parties hereto to constitute a new Company which will be
incorporated under the provisions of the Companies Act, 1956 and the Parties further agree
that the said Company shall carry on its business in the name and style of "ONEZA PRIVATE
LIMITED" or any other name as may be mutually agreed between the parties hereto,
(hereinafter referred to as the "SAID COMPANY" or "JOINT VENTURE COMPANY")
2. It is agreed that the terms and conditions of this Agreement shall govern the relationship of
ABC and XYZ and the rendering of services under this Agreement and any subsequent
Agreement;
3. It is agreed between the Parties hereto that the share-holdings of the said Company shall be
held by XYZ and ABC in the ratio of 51% belonging to XYZ and 49% belonging to ABC;
4. The Company shall be incorporated in the State of Karnataka, after following all the
provisions of the Companies Act, 1956 including any amendments from time to time,
required for the incorporation thereof. The Registered Office of the Joint Venture Company
shall be situated at 130, Lal Bagh Main Rd, K.S. Garden, Vinobha Nagar, Sudhama Nagar,
Bengaluru, Karnataka 560027;
5. It is agreed between the Parties hereto that the said Company shall have as its object of
business recorded in the Memorandum of Association & Articles of Association inter alia to
develop, manufacture, and market electric vehicles (EVs) and related components,
promote sustainable mobility solutions, and engage in research and development for
advanced automotive technologies;
6. It is agreed between the Parties hereto that the authorised capital of the said Company shall
be Rs. 56,00,00,000 /- (Rupees Fifty-Six Crores only) divided into 5,60,00,000 equity share
of Rs. 10 /- (Rupees ten only) each;
7. The Parties hereto shall jointly approve the Memorandum and Articles of Association of
the said Company taking into consideration the principal objectives as set out in Paragraph 5
above;
8. ABC shall on incorporation of the Joint Venture Company subscribe to 49% of the
authorised share capital and the XYZ shall on the incorporation of the said Company
subscribe to 51% of the authorised share capital, and pay for such shares on call made by the
said Company towards the said shares, within the period prescribed;
9. The Parties further agree that the authorised capital of the said Company may be increased
from time to time as per the Provisions of the Companies Act and as per the financial
requirements of the said Company and as approved by the Board of Directors/General Body
Meeting and it is further agreed that on the authorised capital being increased ABC and XYZ
will be entitled to subscribe thereto in equal ratio and only after the other Party by written
notice under acknowledgement rescinds the offer to apply for additional shares will the other
be entitled to subscribe for those share not applied for;
10. ABC and XYZ agree that till such time as the project is being handled by the Joint
Venture Company, ABC and XYZ shall always have equal representation on the Board. Mr.
Rajesh Kumar shall be the Nominee Director of ABC and Mr. Suresh Mehta of XYZ Group
being the First Directors, who shall hold the Office for entire period of the project, save and
except both of them will not be liable for retirement. The number of Directors will be 6 in
total, 3 from ABC and 3 from XYZ;
11. It is further agreed between the Parties that in the event of any of the Director from any of
the group retiring/being removed/dying or becomes unable to perform the duties of a Director
or for any reason ceases to be employed by the Party that nominated them then such party
shall promptly by written notice served to the other party name in Successor thereof so that
the strength of the Board of Directors remains same as before;
12. Meetings of the Board of Directors for the transaction of business of the Joint Venture
may be called, subject to reasonable notice by the Directors of either party.
13. The Board of Directors shall have full responsibility and authority for the performance of
the Company including but not limited to assignment of services between the Parties,
preparation of the schedule of services, settlement of disputes and any other items affecting
the performance of services under this Agreement;
14. The Board of Directors shall constitute a committee being the Executive committee for
the execution of the work of the Project Agreement and the said committee shall consist of
one representative of ABC and another from XYZ and at all times there shall be equal
representative on the said committee from ABC Group and the XYZ Group;
15. The Executive Committee shall be:
a. Responsible for the direction and management of the Work in accordance with the policies
and procedures established by the Board of Directors;
b. Responsible for the Co-ordination of the Work; and
c. The Board of Directors may from time to time change the existing Executive Committee
by replacing its representatives; however, the representation of ABC and XYZ shall always
be equal on such committee;
16. Action and decisions of the Board of Directors shall be by unanimous vote and shall be
final, and conclusive and binding upon both ABC and XYZ;
17. In the event the Board of Directors is unable to reach any unanimous decision, ABC and
XYZ agree that the matter in controversy shall be referred to Mr. Rajesh Kumar with regards
to matter relating to technical specifications and project development, and Mr. Suresh
Mehta with regards to matter relating financial management and budgeting who shall make
an interim decision which may be subject to arbitration if the parties hereto do not accept the
decision;
18. The Parties agree that the Board of Directors shall by and large conduct business of the
said Company on the basis of the Agreement arrived at between them under this Agreement
or mutually agreed between them in writing from time to time between them, giving effect to
the understanding arrived at between them under this Agreement;
19. The Parties further agree that until mutually agreed in writing by and between the parties
hereto the said Company shall not:
a. increase or re organise its authorised capital;
b. amend the Memorandum of Association & Articles of Association;
c. dissolve or liquidate the said Company;
d. in any manner deal with and dispose off or create any charges with regards to the assets of
the said Company or its business;
e. Amalgamate with any other Company;
f. to stand and guarantee in any manner for any other parties or any other person/s without the
prior consent and without the Special Resolution of the General Body Meeting of the said
Company;
20. Each of the Parties hereto agree that they shall perform their obligations as set out in
Clause 24, 25 and 26 with regards to the said Company so as to complete the project
undertaken by the said Company as a successful venture;
21. The Parties further agree that as the nature of business undertaken by the Parties is
relating to the Project to date, which will get transformed to the said Company, any business
which has been set out in the Memorandum of Association of the said Company shall be
conducted by XYZ and ABC exclusively through the said Company, specifically focusing on
the development, manufacturing, and marketing of electric vehicles (EVs) tailored for the
Indian market.
22. ABC and XYZ shall furnish all necessary know-how, experience, expertise, manpower,
and managerial assistance to ensure the success of the project undertaken by the said
Company, including but not limited to technical support from ABC's engineering teams and
market insights from XYZ's extensive distribution network.
23. The Joint Venture Company shall share, in the manner provided for in this Agreement, the
obligations and responsibilities for the services to be performed for the Project as described
herein. Both ABC and XYZ shall provide strategic input to the Joint Venture Company to
perform specific services including:
a. Developing marketing strategies tailored for electric vehicles in India;
b. Overseeing project management activities from initiation through execution and
completion;
c. Identifying and engaging consultants and contractors necessary for project delivery;
d. Finalizing and awarding tenders to all contractors and consultants involved in the
project;
e. Providing any other services required to fulfill the needs of the project effectively.
24. Both ABC and XYZ will provide their input for:
a. Marketing strategies that leverage XYZ's brand recognition and ABC's expertise in
commercial vehicles;
b. Project management oversight, ensuring that all phases from commencement to
completion are monitored effectively;
c. Property management related to facilities used for manufacturing EVs.
25. ABC shall provide their inputs on procurement processes and work related to all design
and technical consultants engaged in developing electric vehicle technologies, ensuring
alignment with industry standards and regulatory requirements.
26. XYZ shall give their input in liaising with local authorities and the Government for
obtaining permissions for plan sanction, including all the approvals required from various
governmental agencies for the purpose of construction and completion of the Project,
specifically ensuring compliance with environmental regulations and standards pertinent to
electric vehicle manufacturing.
27. Neither ABC nor XYZ shall enter into any separate agreement/s with third-party
contractors or consultants for services in connection with this Project as long as the
association between ABC and XYZ with regards to the Project is in existence;
28. The Services required of the parties to the Joint Venture Agreement shall be limited to the
performance of services required under this Agreement, which includes but is not limited to
project management, marketing strategies, and technical support necessary for the
development of electric vehicles.
29. ABC and XYZ intend that the responsibilities and obligations set out in this Agreement
shall be borne and performed by each party as stated herein, and the financial contribution as
and when required for the Company shall be in proportion to their participation as provided
in Clause 3 of this Agreement, ensuring equitable distribution of costs associated with project
execution.
30. It is agreed between ABC and XYZ that for the purposes of developing advanced electric
vehicle technologies and expanding market reach, the same shall be done by ABC and XYZ
together, and for this purpose, ABC and XYZ will constitute and form another company in
which both ABC and XYZ will have equal shares, and both parties will have equal
representation on the board at all times;
31. The Parties agree that as the Parties shall be working in co-ordination with each other and
for the furtherance of the interest of the said Company and during the course of work any
information, expertise or knowledge material, documents or trade secret exchanged between
the parties shall be kept secret and neither parties hereto shall divulge the same to any Third
Party in any manner whatsoever and accordingly the parties shall on the incorporation of the
said Company include a Clause in the Memorandum and Articles of Association to maintain
the trade secret between the parties hereto/shareholder/Directors or anyone employed by the
said Company and accordingly the parties shall also execute such document between them
after incorporation of the said Company as may be necessary and as advised;
32. It is agreed between the Parties that amounts received by the Joint Venture Company will
be allotted to ABC and XYZ equally. The distribution so made will be irrespective of the
expenses that may be incurred by either XYZ or ABC towards their staff or expenses or any
other head of accounts;
33. It is agreed between the ABC and XYZ that for the compliance of their respective
obligation to be fulfilled in terms of this Agreement and after meeting the basic expenses of
the joint venture company, the amounts in hand of the Joint Venture Company will be
distributed between ABC and XYZ in the respective proportion set forth in Clause 3 of this
Agreement. Upon completion of this Agreement, funds remaining after payments of
outstanding indebtedness of the Joint Venture Company shall be distributed to the respective
Parties in the same proportion as set forth in Clause 3 above;
34. Should the Board of Directors determine that additional funds are required for the
performance of the Project Agreement for any reasons or to pay losses arising there from or
to eliminate any deficits resulting from prior overpayments to the ABC or XYZ, the Parties
shall within 14 working days after the decision of the Board of Directors contribute such
funds in proportions set forth in Clause 3 of this Agreement;
35. In the event of any of the Party does not contribute for any reasons such funds as may be
determined under Clause 34 above the other party may at its discretion bring in the amounts
to be contributed by the other party or any part thereof at its discretion and in this event the
Other party will be liable for payment of the amounts to the Party contributing in excess
along with interest at the rate of 22% per annum or any part thereof to be calculated from the
date of contribution to repayment;
36. It is agreed between the parties that the amounts that may become payable in terms of
Clause 34 above by the Party failing to contribute in terms of Clause 34 the Party
contributing the amounts will be entitled to the said amounts at the first instance from the
amounts to be disbursed and out of the share of the Party defaulting in payment along with
the interest as stipulated in para 35 and thereafter if any amounts are balance to the share of
the party defaulting will be taken by him;
37. It is agreed between parties hereto that the Joint Venture Company will employ necessary
persons for the purpose of services to be rendered for the project and for the purpose of the
project and the said personnel will be employed by mutual consent of both XYZ and ABC.
The salary and payment with regards to the said employees shall be borne by the said Joint
Venture Company;
38. It is agreed between XYZ and ABC that in the event that either XYZ or ABC or its
personnel are required to render service to the Joint Venture company either in sales
promotion or any other area of work of the project, then in that event, all the actual expenses
incurred will be reimbursed to either XYZ and or ABC as the case may be. The nature of
expenses permitted for reimbursement is set out in Annexure ______ hereto;
39. The Parties hereto agree that on the incorporation of the said Company, the said Company
in its first meeting shall ratify what has been agreed hereunder;
40. The Parties after the execution of this agreement shall finalise between them the master
plan charting out the plan for execution of the project, setting goals, time frames, manner and
method of implementation of the project, the day to day operations and manner in which the
said company would handle the entire project;
41. The said Company shall appoint an independent Chartered Accountant who shall perform
such duties as determined by the Board of Directors which shall include regular audit
accounts of the said Company file all necessary forms, applications, accounts with the
concerned authority as may be necessary and as per the Provisions of the Companies Act, or
any other Statutory Authority with regards to the said Company. For the purpose of this
agreement the certified figure of the independent Chartered Accountant shall be final
conclusive and binding upon the parties;
42. The Parties hereto agree that all the preliminary expenses with regards to the
incorporation of the said Company including all the costs, charges, expenses, professional
fees, out of pocket expenses that may be incurred during the incorporation and formation of
the said Company and incidental to the establishment of the said Company shall be borne by
and paid for by the said Company;
43. The Board of Directors shall appoint an Accountant for the Joint Venture Company who
shall maintain the day to day books of the Company on the generally accepted accounting
principles;
44. The Board of Directors may authorise one or more bank accounts in any bank
nationalised or private and the said Bank account/s for all purposes shall be operative under
the joint signature of the representative/s of ABC and XYZ;
45. All payments received by the Joint Venture, in connection with this Agreement, shall be
promptly deposited in the aforementioned Joint Account and invoices received by the Joint
Venture shall be paid by Cheque drawn against the Joint account;
46. Records of the Joint Venture which are required pursuant to law to be retained beyond the
duration of this Agreement shall be retained at such place(s) as determined by the Board of
Directors and the cost thereof shared by the parties in proportion to their respective interest as
described in Clause 3 of this Agreement;
47. Joint Venture property shall consist of the capital contributions described in Clause 8 of
this Agreement and any other property obtained with the funds of the Joint Venture. The Joint
Venture property shall be identified and recorded in the Joint Venture accounts;
48. This Agreement represents the entire and integrated agreement between the Parties and
supersedes all prior negotiations, representations and agreements, either written or oral. The
Agreement may be amended only by written instrument signed by each Party to this
Agreement;
49. Neither party shall assign this Agreement without the written consent of the other;
50. The right of any person, firm or corporation, claiming by, through or under any Party
(including, but not limited to judgement or other creditors, receivers, trustees, assignees,
executors and administrators), to assert any claim against the right of interests if any Party
shall be limited in any event to the right to claim or receive after completion of the Project
Agreement, and after the doing of the accounts of the Joint Venture, the proportional interest
of such Party as described in Clause 3 of this Agreement, and then only subject to the equities
of the other Party as set forth in this Agreement;
51. The Parties to this Agreement respectively bind themselves, their successors, assigns and
legal representatives to the other Party with respect to all covenants of this Agreement;
52. All public statements and releases, including the issuance of photographs, models and
renderings, for all media for the duration of this Agreement, are subject to the prior approval
of the Board of Directors; 53. In subsequent presentations made by the Joint Venture, in any
brochures publicity material in any form of media with regards to the Project and any logo
mark devised by the Joint Venture Company or any development/drawing that can be and
which constitutes any intellectual property shall be the intellectual property of the Joint
Venture Company and will be dealt in the manner set out herein
54. If determined by the Board of Directors or required under the Project Agreement,
intellectual property, reports, analysis, contracts, designs, drawings, specifications and other
instruments of service prepared pursuant to this Agreement shall be registered, patented,
copyrighted and secured as intellectual property rights as per the provision of law and in the
name of the Joint Venture. The Joint Venture Company shall have the ownership and rights
and privileges of all intellectual property rights acquired in the course of the Project and in so
far as it is consistent with this Agreement XYZ and ABC will be entitled to use such
intellectual property for any of its purpose including to prepare documents for other projects
based on such Project information without any payment thereof so long as they are equal
shareholders of the Joint Venture Company in terms of this agreement and not otherwise;
55. Neither of XYZ nor ABC shall assign or transfer the intellectual property rights and
interest so acquired or established pursuant to this agreement by the Joint Venture Company
in the course of its Project, nor permit reproduction of Project documents otherwise then
stated in clause 53 above, in any manner resulting in infringement or violation of any of the
intellectual property rights secured by the Joint Venture Company during the course of the
Project except upon written consent of the other Party;
56. Documents prepared specifically for this Project by one of the Parties to this Agreement
may not be copyrighted solely by that Party. Each Party hereby grants the other and the Joint
432 Venture a licence to use and reproduce such documents in furtherance of this Agreement
and Project;
57. The Parties further agree that as far as the registered Office of the Company is concerned,
the same shall be at _________________________________________or at mutually agreed
place provided always that the Registered Office shall be at __________ State of _________,
India;
58. It is further agreed between the Parties hereto that during the existence of this Agreement
and the incorporation of the said Company if there being any change in Law which may
affect the incorporation of the said Company as agreed between the Parties hereto then in that
event, the Parties hereto may mutually agree to terminate this Agreement without any claim
of damages by either party and in the event of there being any pre incorporation expenses
incurred by the Parties hereto, the same shall be shared equally between the ABC and the
XYZ;
59. In the event of there being any dispute which may result into a dead lock situation
between XYZ and ABC, the Parties before invoking the rights set out in Clause 59 of this
Agreement, the Party expressing that the other Party is in breach shall give a written notice of
any situation likely to result in dead lock, putting forth all the details of the nature of dispute
and the Parties will resolve the said dispute between 14 days of such written notice being
received after which period, the Parties may refer the dispute to Arbitration as per the
provisions of Clause 70;
60. It is agreed between the parties that in the event of there being a dead lock situation with
regard to the management of Joint Venture Company then in that event it is agreed between
the parties hereto that for the purposes of removing the dead lock any one of the parties
hereto who may chose to value the share held by it and on such valuation done by that party
the other party will have the first option to either acquire at that price the shares of the party
valuing it or sell its shares to the valuing party and the party valuing the shares will have no
option but to either sell its share at the valuation set, to the other party or to acquire the shares
of the other party at that value as the case may be;
61. No Party will be entitled to sell transfer, pledge, mortgage, charge, encumber or otherwise
dispose off or create any lien on or interest in, any of its shares in the Joint Venture Company,
save and except as per Clause 63 below;
62. In the event of any one of the Party decides to dispose off its shareholding, which shall
always be the entire shareholding, it shall give notice of its intent of disposal to the other
Party, and the other Party will have the right to acquire the entire shareholding on the
valuation of the shares done by an Independent Chartered Accountant appointed by both the
Parties or identify a buyer for the purchase of the entire shareholding within a period of 12
weeks from the receipt of the written notice from the Party intending to sell, after which
period, the Party intending to sell its shareholding will be entitled to dispose of the shares to
any third party. Any notice with regards to intend to sell the shareholding or refusal to acquire
the shareholding, shall be done through Registered Post Acknowledgement Due.
63. Notwithstanding the provisions set out in Clause 61, either of the Parties to this
agreement would be entitled to transfer its shareholdings to any of its subsidiary or affiliate
Companies, may be one or more such subsidiary or affiliate Companies and the shareholding
of such transferee shall be clubbed for the purpose of the total shareholding of XYZ or ABC
as the case may be. The Transferee shall be bound by the terms and conditions of this Joint
Venture Agreement. For the purpose this agreement parties hereto agree that the meaning
subsidiary /affiliate companies shall mean such companies wherein the Party desiring to
transfer the share holding in the Joint Venture Company should have at least 51% shares in
such affiliate or subsidiary as the case may be
64. In the event of the Project being completed and in the event of there being no other
project being undertaken the XYZ shall be entitled to take over the Joint Venture Company at
________ Value, however the name of the Joint Venture Company will stand changed and
XYZ shall not use the name of the Joint Venture Company. If XYZ does not desire to acquire
the Company, the XYZ and ABC shall jointly sell the Company to any Third Party and the
sale proceeds to be shared equally. The Party shall not be permitted to use the name of XYZ
ABC;
65. The Parties hereto agree that the address set out in the title of this Agreement are the true
addresses and the notice/s may be issued to them at the said address in the event of there
being any change of address, the same shall be intimated to all the Parties failing which any
notice/s served on the existing address shall be deemed to be good service on the addressee;
66. Any amendments to this Agreement shall be done with the consent of the Parties and in
writing. Otherwise nothing shall be binding on the Parties hereto;
67. This Joint Venture will commence as of the date of this Agreement. It is further agreed
that the terms and conditions of this Agreement shall be an agreement governing the
shareholder of the Joint Venture Company including where ever it relates to the provisions of
share holding its transfers, conduct of the business by the parties hereto and conduct of the
Board of Directors and the constitution of the Board of the Joint Venture Company and the
terms set out herein;
68. This Agreement shall remain in full force and effect until terminated by written agreement
of the Parties or until the Project has been completed and all Joint Venture Property and
money has been distributed in accordance with this Agreement and even after the
incorporation of the Joint Venture Company as a shareholders’ agreement;
69. The obligation of each party to contribute in accordance with this Agreement to the
satisfaction of all debts and liabilities of the Joint Venture shall survive the termination of this
Agreement;
70. It is further agreed between the Parties hereto that in the event of there being any dispute
with regards to this Agreement or any of the terms hereof or the interpretation of any of the
terms of the Agreement or any dispute arising under the said Agreement, the same shall be
referred to the Arbitration of two Arbitrators appointed by each of the Parties hereto i.e., ABC
and the XYZ and the Arbitration proceedings shall be as per the provisions of the Arbitration
and Conciliation Act, 1996 and the venue of such Arbitration proceedings shall be held and
conducted in _________________alone;
71. This Agreement shall be binding upon the Parties hereto and their successors in title and
all the shareholders of the Joint Venture Company and their respective heirs, executors,
administrators, successors in title and assigns as the case may be;
72. If any provision of this Agreement shall, under any circumstance, be deemed
invalid/inoperative to an extent, such invalidity shall not invalidate the whole Agreement, but
the said invalid or inoperative provision shall be construed as not to be contained in this
Agreement;
73. The provisions of the Companies Act, 1956 would apply with regard to the governing of
the Joint Venture Company otherwise than what has been agreed by and between the Parties
hereto;
74. It is agreed by and between the Parties hereto that the Courts at____________________
alone shall have jurisdiction with regards to this Agreement and the seat of Arbitration shall
be _________ and the Arbitration proceedings shall be in English;
IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT in the
presence of the Witnesses attesting hereunder:
SIGNED SEALED AND DELIVERED
By the within named ABC Private limited represented
By its managing director in the presence of the following
WITNESSES:
1)
2) SIGNED SEALED AND DELIVERED
By the within named XYZ Private limited represented
By its managing director in the presence of the following
WITNESSES:
1)
Analysis of Contract Elements
1. Subject Matter of Contract: Clause 5
2. Limitations: Clause 35
3. Warranties: Clause 46
4. Disclaimers: Clause 47
5. Privacy and Confidentiality: Clause 32

Key Clauses to be included:

1. Indemnification Clause (32)
2. Force Majeure Clause (33-34)
3. Limitations on Liability Clause (35-36)
4. Confidentiality Clause (37-38)
5. Copyright Clause (39-40)
6. Use Restrictions (41-42)
7. Termination Clause (43-45)
8. Warranties and Disclaimers Clause (46-48)
9. Dispute Resolution Clause (49-52)
JOINT VENTURE AGREEMENT
THIS AGREEMENT executed at 130, Lal Bagh Main Rd, K.S. Garden, Vinobha Nagar,
Sudhama Nagar, Bengaluru, Karnataka 560027 on the day of 7th December, 2024.
BETWEEN:
M/S. EICHER MOTORS LIMITED (hereinafter referred to as "ABC", which expression
shall, wherever the context so requires or admits, mean and include its successors and
assigns).
AND:
M/S. MARUTI SUZUKI INDIA LIMITED (hereinafter referred to as "XYZ", which
expression shall, wherever the context so requires or admits, mean and include its successors-
in-title and assigns).
WITNESSES AS FOLLOWS:
I. PREAMBLE
1. WHEREAS ABC is engaged in the business of manufacturing commercial vehicles and
has extensive experience in the automotive sector, particularly in developing sustainable
transportation solutions.
2. **WHEREAS** XYZ is engaged in the business of manufacturing passenger vehicles and
has significant expertise in automotive engineering and market distribution within India.
3. **WHEREAS** the parties hereto have decided to float a project of developing and
producing electric vehicles (EVs) for the Indian market, leveraging their combined strengths
to promote sustainable mobility solutions (hereinafter referred to as the "PROJECT").
4. **WHEREAS** ABC and XYZ both have the necessary infrastructure and capabilities to
provide the services required for the project and have agreed to form a Joint Venture
Company for the Project.
5. **WHEREAS** ABC and XYZ are desirous of entering into an Agreement for
constituting a Joint Venture Company in terms hereof.
6. **WHEREAS** subject to all necessary consents, licenses, permissions, and authorities
required for incorporation in India, with the principal object being developing,
manufacturing, and marketing electric vehicles (EVs).
7. **WHEREAS** ABC and XYZ are desirous of recording this Agreement with regard
thereto.
II. DEFINITIONS
8. **“Joint Venture Company”** shall mean the company formed under this Agreement.
9. **“Project”** shall refer to the development and production of electric vehicles as
specified herein.
10. **“Parties”** shall refer collectively to ABC and XYZ.
### III. FORMATION OF JOINT VENTURE COMPANY
11. It is agreed between the Parties hereto to constitute a new Company which will be
incorporated under the provisions of the Companies Act, 1956.
12. The said Company shall carry on its business in the name "ONEZA PRIVATE LIMITED"
or any other name mutually agreed upon (hereinafter referred to as "SAID COMPANY" or
"JOINT VENTURE COMPANY").
### IV. TERMS OF AGREEMENT
13. The terms and conditions of this Agreement shall govern the relationship of ABC and
XYZ regarding rendering services under this Agreement.
14. The shareholdings of the said Company shall be held by XYZ and ABC in the ratio of
51% belonging to XYZ and 49% belonging to ABC.
15. The Company shall be incorporated in Karnataka after following all provisions of the
Companies Act, 1956.
16. The Registered Office of the Joint Venture Company shall be situated at 130, Lal Bagh
Main Rd, K.S. Garden, Vinobha Nagar, Sudhama Nagar, Bengaluru, Karnataka 560027.
### V. OBJECT OF BUSINESS
17. The said Company shall have as its object recorded in the Memorandum of Association &
Articles of Association inter alia:
- a) To develop, manufacture, and market electric vehicles (EVs) and related components.
- b) To promote sustainable mobility solutions.
- c) To engage in research and development for advanced automotive technologies.
- d) To establish partnerships with local suppliers for sourcing materials essential for EV
production.
- e) To undertake marketing initiatives aimed at increasing awareness about electric
vehicles among consumers in India.
### VI. AUTHORISED CAPITAL
18. The authorised capital of the said Company shall be Rs. 56,00,00,000/- (Rupees Fifty-Six
Crores only) divided into 5,60,00,000 equity shares of Rs. 10/- (Rupees Ten only) each.
19. The Parties agree that this authorised capital may be increased from time to time as per
financial requirements approved by both Parties during Board meetings.
20. Any increase in authorised capital shall be subject to compliance with applicable laws
governing such changes under Indian law.
### VII. SUBSCRIPTION TO CAPITAL
21. ABC shall subscribe to 49% of the authorised share capital upon incorporation while
XYZ shall subscribe to 51%.
22. Payment for such shares shall be made on call made by the said Company towards those
shares within a period prescribed by applicable laws or as determined by the Board.
23. Both Parties agree that any additional shares issued by the Joint Venture Company will be
offered first to existing shareholders in proportion to their respective shareholdings unless
otherwise agreed upon.
### VIII. BOARD OF DIRECTORS
24. ABC and XYZ agree that until such time as the project is being handled by the Joint
Venture Company:
- a) They shall maintain equal representation on the Board.
- b) Mr. Siddhartha Lal shall be nominated as Director from ABC.
- c) Mr. Kenichi Ayukawa shall be nominated as Director from XYZ.
- d) The total number of Directors will be six (6), with three (3) from ABC and three (3)
from XYZ.
25. In case any Director retires or is unable to perform their duties:
- a) The nominating party must promptly notify the other party with a successor's name.
- b) This ensures that Board strength remains consistent at all times during project
execution.
26. The Directors will have full authority to manage business affairs including but not limited
to strategic planning related to electric vehicle production initiatives undertaken by said
company.
### IX. MEETINGS OF THE BOARD
27. Meetings of the Board may be called with reasonable notice by Directors from either
party.
28. A quorum for Board meetings will consist of at least half of its members present either
physically or via electronic means such as video conferencing.
29. Decisions made during meetings will require majority approval unless specified otherwise
within this Agreement or applicable laws governing corporate governance in India.
### X. DECISION MAKING
30. Action and decisions of the Board shall require unanimous vote; decisions will be final
and binding upon both parties unless otherwise specified herein.
31. If unable to reach unanimous decision:
- a) Matters will be referred to designated representatives for interim decisions.
- b) Disputes may escalate to arbitration if unresolved within thirty (30) days per Clause
XIX herein below regarding dispute resolution mechanisms established between Parties
involved herein above mentioned terms conditions governing relationship established hereby
effective date indicated above signature lines below:
### XI. INDEMNIFICATION CLAUSE
32. Each Party agrees to indemnify each other against any claims or losses arising from their
respective actions related directly or indirectly arising out from this Agreement including but
not limited to legal fees incurred defending against such claims brought forth by third parties
resulting from negligence misconduct breach obligations outlined herein above mentioned
terms conditions governing relationship established hereby effective date indicated above
signature lines below:
### XII. FORCE MAJEURE CLAUSE
33. Neither Party shall be liable for failure or delay due to circumstances beyond their control
including natural disasters such as floods earthquakes fires strikes lockouts acts terrorism
government actions etc., which prevent them from fulfilling obligations outlined herein above
mentioned terms conditions governing relationship established hereby effective date indicated
above signature lines below:
34. In case of force majeure event occurring:
- a) Affected Party must notify other Party promptly detailing nature extent duration
expected impact thereof on performance obligations outlined herein above mentioned terms
conditions governing relationship established hereby effective date indicated above signature
lines below:
### XIII. LIMITATIONS ON LIABILITY CLAUSE
35 Each Party's liability under this Agreement is limited solely towards direct damages
incurred up until maximum amount equal contribution made towards capital investment into
Joint Venture Company established pursuant agreements executed between Parties hereto
prior execution thereof unless otherwise agreed upon explicitly documented writing signed
authorized representatives both Parties evidencing mutual assent thereto:
36 No liability exists concerning indirect consequential punitive special incidental damages
arising out from breach contract obligations unless expressly stated otherwise herein above
mentioned terms conditions governing relationship established hereby effective date indicated
above signature lines below:
### XIV.CONFIDENTIALITY CLAUSE
37 During collaboration:
- a) Any exchanged information deemed confidential must not be disclosed without written
consent from both parties.
- b) A clause will be included in Memorandum & Articles regarding confidentiality
obligations post-incorporation ensuring protection proprietary information shared between
Parties throughout duration project execution activities undertaken pursuant agreements
executed between Parties hereto prior execution thereof unless otherwise agreed upon
explicitly documented writing signed authorized representatives both Parties evidencing
mutual assent thereto:
38 Confidentiality obligations survive termination expiration agreement indefinitely until
information becomes public knowledge through no fault attributable either Party involved
therein aforementioned circumstances outlined herein above mentioned terms conditions
governing relationship established hereby effective date indicated above signature lines
below:
### XV.COPYRIGHT CLAUSE
39 Intellectual property developed during this joint venture will be jointly owned unless
otherwise agreed in writing by both parties specifying ownership rights responsibilities
associated therewith including licensing usage restrictions applicable future developments
resulting derived concepts based upon initial ideas generated through collaborative efforts
undertaken pursuant agreements executed between Parties hereto prior execution thereof
unless otherwise agreed upon explicitly documented writing signed authorized
representatives both Parties evidencing mutual assent thereto:
40 Any use thereof requires prior written consent from all owners involved therein
aforementioned circumstances outlined herein above mentioned terms conditions governing
relationship established hereby effective date indicated above signature lines below:
### XVI.USE RESTRICTIONS
41 Neither Party may use trademarks proprietary information belonging another without prior
written consent detailing scope permissible usage limitations duration applicable timeframe
specified therein aforementioned circumstances outlined herein above mentioned terms
conditions governing relationship established hereby effective date indicated above signature
lines below:
42 Unauthorized usage constitutes breach contract obligations entitling aggrieved Party seek
remedies available under law applicable jurisdiction mentioned above including injunctive
relief damages resulting incurred losses suffered due infringement rights protected pursuant
agreements executed between Parties hereto prior execution thereof unless otherwise agreed
upon explicitly documented writing signed authorized representatives both Parties evidencing
mutual assent thereto:
### XVII.TERMINATION CLAUSE
43 This Agreement may be terminated by either Party upon thirty (30) days written notice if
there is material breach that remains uncured within that period specifying nature extent
breach alleged violation thereof aforementioned circumstances outlined herein above
mentioned terms conditions governing relationship established hereby effective date indicated
above signature lines below:
44 Upon termination:
- a) All confidential information must be returned or destroyed.
- b) Financial obligations incurred prior termination must still honored ensuring equitable
treatment both Parties involved therein aforementioned circumstances outlined herein above
mentioned terms conditions governing relationship established hereby effective date indicated
above signature lines below:
45 Termination does not affect rights liabilities accrued prior termination date nor prejudice
ability either Party pursue remedies available under law applicable jurisdiction mentioned
above including seeking damages resulting incurred losses suffered due breach contract
obligations outlined herein above mentioned terms conditions governing relationship
established hereby effective date indicated above signature lines below:
### XVIII.WARRANTIES AND DISCLAIMERS CLAUSE
46 Each Party warrants that it has full authority enter into this Agreement; however no
warranties are made regarding market performance profitability resulting from this
Agreement beyond what expressly stated herein aforementioned circumstances outlined
herein above mentioned terms conditions governing relationship established hereby effective
date indicated above signature lines below:
47 All representations warranties made herein are solely based upon facts known reasonable
reliance placed thereon at time execution thereof unless otherwise agreed upon explicitly
documented writing signed authorized representatives both Parties evidencing mutual assent
thereto:
48 No implied warranties exist concerning merchantability fitness particular purpose arising
out usage goods services rendered pursuant agreements executed between Parties hereto prior
execution thereof unless otherwise agreed upon explicitly documented writing signed
authorized representatives both Parties evidencing mutual assent thereto:
### XIX.DISPUTE RESOLUTION CLAUSE
49 In case disputes arise that cannot resolved amicably within thirty (30) days:
- a) Such disputes will referred arbitration under Indian Arbitration laws with mutually
agreed arbitrator selected jointly by both Parties involved therein aforementioned
circumstances outlined herein above mentioned terms conditions governing relationship
established hereby effective date indicated above signature lines below:
50 Arbitration proceedings take place Bengaluru unless otherwise agreed upon by both
parties involved therein aforementioned circumstances outlined herein above mentioned
terms conditions governing relationship established hereby effective date indicated above
signature lines below:
51 Each Party agrees comply fully cooperate throughout arbitration process ensuring timely
resolution disputes arising out performance obligations outlined herein above mentioned
terms conditions governing relationship established hereby effective date indicated above
signature lines below:
52 Award rendered through arbitration binding enforceable against all parties involved therein
aforementioned circumstances outlined herein above mentioned terms conditions governing
relationship established hereby effective date indicated above signature lines below:
### XX.FINANCIAL CONTRIBUTIONS AND OBLIGATIONS
53 Each Party agrees financial contributions required operations align shareholding
proportions specified Clause 20 hereof ensuring equitable distribution costs associated project
execution activities undertaken pursuant agreements executed between Parties hereto prior
execution thereof unless otherwise agreed upon explicitly documented writing signed
authorized representatives both Parties evidencing mutual assent thereto:
54 Both Parties provide necessary resources including manpower expertise successful project
execution outlined herein ensuring timely delivery milestones set forth collaborative efforts
undertaken pursuant agreements executed between Parties hereto prior execution thereof
unless otherwise agreed upon explicitly documented writing signed authorized
representatives both Parties evidencing mutual assent thereto:
55 Financial records maintained accurately reflecting transactions conducted during course
business operations performed pursuant agreements executed between Parties hereto prior
execution thereof ensuring transparency accountability compliance applicable laws
regulations governing corporate governance India;
### XXI.PROJECT MANAGEMENT AND RESPONSIBILITIES
56 Both Parties agree strategic input necessary successful project execution including
marketing strategies specific electric vehicles developed collaboratively throughout duration
partnership formed pursuant agreements executed between them;
57 Responsibilities include but not limited:
- a) Project management oversight inception completion phases development process
ensuring adherence timelines budgets allocated resources;
- b) Identifying engaging consultants contractors necessary delivery objectives defined
scope work undertaken pursuant agreements executed between them;
- c) Finalizing tenders awarded contractors consultants involved project execution ensuring
compliance quality standards specifications set forth initially discussed mutually agreeable
terms;
58 Both Parties commit working collaboratively achieving milestones set forth project
timelines while maintaining open channels communication throughout phases development
process undertaken pursuant agreements executed between them ensuring alignment
objectives pursued jointly;
### XXII.MISCELLANEOUS PROVISIONS
59 This Agreement constitutes entire understanding between Parties regarding subject matter
hereof superseding all prior discussions agreements whether oral written;
60 No amendment modification can occur unless documented writing signed authorized
representatives both Parties evidencing mutual assent thereto;
61 If any provision hereof held invalid unenforceable by any court having jurisdiction over
such matter:
- a) Such provision will not affect validity enforceability remaining provisions herein;
62 Notices required under this Agreement must delivered via registered mail electronic
communication confirmed return receipt requested addressed follows:
- For ABC: [Insert Address]
 - For XYZ: [Insert Address]
63 This Agreement governed laws applicable within India without regard conflict-of-law
principles therein;
64 Each Party acknowledges having read this Agreement fully understanding rights
obligations contained herein before executing same voluntarily without duress coercion
whatsoever;
65 This Agreement may executed electronically; facsimile signatures deemed valid original
signatures purposes herein;
66 No waiver either Party regarding breach defaults hereunder constitutes waiver concerning
subsequent breaches defaults thereof unless explicitly stated otherwise writing signed
authorized representatives both parties;
67 Any disputes arising out interpretation enforcement hereof should first attempt resolution
amicably negotiation authorized representatives before resorting legal remedies available
under law applicable jurisdiction mentioned above;
68 Each Party agrees they had opportunity consult independent legal advisors prior entering
into binding contract ensuring clarity understanding implications thereof behalf respective
entities represented herein;
69 This Joint Venture aims not only achieve profitability but also contribute positively society
through environmentally friendly products enhancing quality life consumers served thereby
fostering sustainable development practices industry;
70 Both parties commit regularly reviewing progress evaluating outcomes achieved against
objectives set forth initially discussing necessary adjustments strategies enhance effectiveness
efficiency operations conducted pursuant agreements executed between them;
71 This agreement binds successors assigns respective parties ensuring continuity
commitment principles values articulated throughout document establishing framework
collaboration envisioned achieve shared goals aspirations jointly pursued;
72 In witness whereof ABC XYZ have executed this agreement day first written indicating
acceptance all terms conditions contained herein establishing formal partnership dedicated
advancing interests each entity involved fostering growth innovation automotive sector India;

**IN WITNESS WHEREOF**, ABC and XYZ have executed this Agreement on this day
first above written.
_________________________
**Authorized Signatory**
Eicher Motors Limited (ABC)
_________________________
**Authorized Signatory**
Maruti Suzuki India Limited (XYZ)
Today, I will briefly outline the key elements of the Joint Venture Agreement between Eicher
Motors Limited, referred to as ABC, and Maruti Suzuki India Limited, referred to
as XYZ. This agreement marks a significant collaboration aimed at developing electric
vehicles for the Indian market.
1. Purpose and Formation
The primary objective of this joint venture is to leverage the strengths of both companies to
develop, manufacture, and market electric vehicles, promoting sustainable mobility solutions.
The new entity will be incorporated under the name "ONEZA PRIVATE LIMITED" in
Karnataka.
2. Shareholding Structure
The shareholdings in the Joint Venture Company will be divided as follows:
 51% for XYZ (Maruti Suzuki)
 49% for ABC (Eicher Motors)
3. Board of Directors
The governance structure will include equal representation on the Board of Directors, with
three directors from each party. Mr. Siddhartha Lal will represent ABC, and Mr. Kenichi
Ayukawa will represent XYZ.
4. Key Clauses
 Indemnification Clause: Each party agrees to indemnify the other against claims
arising from their actions related to this Agreement.
 Force Majeure Clause: Neither party will be liable for delays caused by unforeseen
circumstances beyond their control.
 Confidentiality Clause: All exchanged information deemed confidential must not be
disclosed without mutual consent.
 Warranties and Disclaimers: Each party warrants that it has full authority to enter
into this agreement, but no warranties are made regarding market performance.
 Dispute Resolution Clause: Any disputes that cannot be resolved amicably will be
referred to arbitration in Bengaluru.
5. Financial Contributions
The authorized capital of the Joint Venture Company is set at Rs. 56 Crores, divided into
equity shares of Rs. 10 each. Both parties will contribute in proportion to their shareholdings.
6. Termination Clause
The agreement can be terminated by either party with thirty days' notice if there is a material
breach that remains uncured.
Conclusion
This Joint Venture Agreement establishes a solid foundation for collaboration between ABC
and XYZ, aiming to innovate in the electric vehicle sector while ensuring compliance with all
legal requirements under Indian law.
JOINT VENTURE AGREEMENT
THIS AGREEMENT executed at 130, Lal Bagh Main Rd, K.S. Garden, Vinobha Nagar,
Sudhama Nagar, Bengaluru, Karnataka 560027 on the day of 7th December, 2024.
BETWEEN:
M/S. EICHER MOTORS LIMITED (hereinafter referred to as "ABC", which expression
shall, wherever the context so requires or admits, mean and include its successors and
assigns).
AND:
M/S. MARUTI SUZUKI INDIA LIMITED (hereinafter referred to as "XYZ", which
expression shall, wherever the context so requires or admits, mean and include its successors-
in-title and assigns).
WITNESSES AS FOLLOWS:
I. PREAMBLE
1. WHEREAS ABC is engaged in the business of manufacturing commercial vehicles
and has extensive experience in the automotive sector, particularly in developing
sustainable transportation solutions that align with current environmental standards
and consumer expectations for electric mobility.
2. WHEREAS XYZ is engaged in the business of manufacturing passenger vehicles
and possesses significant expertise in automotive engineering, market distribution
within India, and a deep understanding of consumer preferences in the Indian
automotive market.
3. WHEREAS the parties hereto have decided to float a project aimed at developing
and producing electric vehicles (EVs) specifically tailored for the Indian market,
leveraging their combined strengths to promote sustainable mobility solutions while
addressing the growing demand for eco-friendly transportation options.
4. WHEREAS ABC and XYZ both have the necessary infrastructure, technological
capabilities, and human resources to provide the services required for this project and
have mutually agreed to form a Joint Venture Company dedicated to this purpose.
5. WHEREAS subject to all necessary consents, licenses, permissions, and authorities
required for incorporation in India, the principal object of this Joint Venture Company
shall be to develop, manufacture, and market electric vehicles (EVs) while focusing
on sustainable mobility solutions through advanced automotive technologies.
6. WHEREAS ABC and XYZ are desirous of recording this Agreement with respect to
their collaboration for this project and wish to outline their respective roles and
responsibilities clearly.
7. NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:
II. FORMATION OF JOINT VENTURE COMPANY
 8. It is hereby agreed between the Parties hereto that a new company shall be constituted
under the provisions of the Companies Act, 1956. The Parties further agree that said
company shall carry on its business under the name "ONEZA PRIVATE LIMITED"
or any other name mutually agreed upon by both parties hereto (hereinafter referred to
as "SAID COMPANY" or "JOINT VENTURE COMPANY").
III. TERMS OF AGREEMENT
9. The terms and conditions of this Agreement shall govern the relationship of ABC and
XYZ regarding rendering services under this Agreement as well as any subsequent
agreements related to this project.
10. The shareholdings of the said Company shall be held by XYZ and ABC in the ratio of
51% belonging to XYZ and 49% belonging to ABC, reflecting their respective
contributions towards capital investment.
IV. INCORPORATION DETAILS
11. The Company shall be incorporated in the State of Karnataka after following all
provisions of the Companies Act, 1956 including any amendments from time to time
required for incorporation thereof. The Registered Office of the Joint Venture
Company shall be situated at 130, Lal Bagh Main Rd, K.S. Garden, Vinobha Nagar,
Sudhama Nagar, Bengaluru, Karnataka 560027.
V. OBJECT OF BUSINESS
12. It is agreed between the Parties hereto that the said Company shall have as its object
recorded in the Memorandum of Association & Articles of Association inter alia:
 a) To develop innovative electric vehicles (EVs) that cater specifically to Indian
consumer needs while adhering to global standards for safety and efficiency.
 b) To manufacture EV components such as batteries, electric motors, and control
systems utilizing cutting-edge technology.
 c) To market these vehicles through an extensive distribution network leveraging
XYZ’s established channels along with ABC’s commercial vehicle expertise.
 d) To engage in research and development activities aimed at enhancing vehicle
performance, energy efficiency, sustainability practices within manufacturing
processes.
 e) To establish partnerships with local suppliers for sourcing materials essential for
EV production while ensuring compliance with environmental regulations.
VI. AUTHORISED CAPITAL
13. It is agreed between the Parties hereto that the authorised capital of the said Company
shall be Rs. 56,00,00,000/- (Rupees Fifty-Six Crores only), divided into 5,60,00,000
equity shares of Rs. 10/- (Rupees Ten only) each.
 14. The Parties further agree that any increase in authorised capital must be approved by
both Parties during Board meetings after assessing financial requirements based on
projected growth trajectories within electric vehicle markets.
VII. SUBSCRIPTION TO CAPITAL
15. ABC shall subscribe to 49% of the authorised share capital upon incorporation while
XYZ shall subscribe to 51%. Payment for such shares shall be made on call made by
said Company towards those shares within a period prescribed by applicable laws or
determined by Board decisions.
16. Both Parties agree that any additional shares issued by Joint Venture Company will
first be offered to existing shareholders proportionate to their respective shareholdings
unless otherwise mutually agreed upon.
VIII. BOARD OF DIRECTORS
17. ABC and XYZ agree that until such time as the project is being handled by the Joint
Venture Company:
 a) They shall maintain equal representation on the Board.
 b) Mr. Siddhartha Lal shall be nominated as Director from ABC.
 c) Mr. Kenichi Ayukawa shall be nominated as Director from XYZ.
 d) The total number of Directors will be six (6), with three (3) from ABC and three (3)
from XYZ.
18. In case any Director retires or is unable to perform their duties:
 a) The nominating party must promptly notify the other party with a successor's name.
 b) This ensures that Board strength remains consistent during project execution.
19. The Directors will have full authority over all aspects concerning management
decisions related specifically towards electric vehicle production initiatives
undertaken by said company including strategic planning resource allocation risk
management etc., ensuring alignment objectives pursued jointly throughout duration
partnership formed pursuant agreements executed herein above mentioned terms
conditions governing relationship established hereby effective date indicated above
signature lines below:
IX. MEETINGS OF THE BOARD
20. Meetings of Board may be called with reasonable notice by Directors from either
party at mutually agreeable times ensuring all members can participate either
physically or via electronic means such as video conferencing technology facilitating
remote attendance when necessary;
21. A quorum for Board meetings will consist of at least half its members present either
physically or via electronic means ensuring effective decision-making processes occur
without undue delays hindering progress towards achieving set goals outlined herein
 above mentioned terms conditions governing relationship established hereby effective
date indicated above signature lines below:
22. Decisions made during meetings will require majority approval unless specified
otherwise within this Agreement or applicable laws governing corporate governance
practices India ensuring compliance transparency accountability throughout
operations conducted pursuant agreements executed herein above mentioned terms
conditions governing relationship established hereby effective date indicated above
signature lines below:
X. DECISION MAKING
23. Action decisions taken by Board require unanimous vote; decisions will be final
binding upon both parties unless otherwise specified herein ensuring clarity mutual
understanding regarding responsibilities obligations outlined herein above mentioned
terms conditions governing relationship established hereby effective date indicated
above signature lines below:
24 If unable reach unanimous decision:
 a) Matters will referred designated representatives interim decisions ensuring timely
resolution disputes arising out performance obligations outlined herein above
mentioned terms conditions governing relationship established hereby effective date
indicated above signature lines below;
 b) Disputes may escalate arbitration if unresolved within thirty (30) days per Clause
XIX herein below regarding dispute resolution mechanisms established between
Parties involved herein above mentioned terms conditions governing relationship
established hereby effective date indicated above signature lines below:
XI. INDEMNIFICATION CLAUSE
25 Each Party agrees indemnify each other against claims losses arising from respective
actions related directly indirectly arising out from this Agreement including but not limited
legal fees incurred defending against such claims brought forth third parties resulting
negligence misconduct breach obligations outlined herein above mentioned terms conditions
governing relationship established hereby effective date indicated above signature lines
below:
XII. FORCE MAJEURE CLAUSE
26 Neither Party shall liable failure delay due circumstances beyond control including natural
disasters floods earthquakes fires strikes lockouts acts terrorism government actions etc.,
which prevent fulfilling obligations outlined herein above mentioned terms conditions
governing relationship established hereby effective date indicated above signature lines
below:
27 In case force majeure event occurring:
 a) Affected Party must notify other Party promptly detailing nature extent duration
expected impact thereof on performance obligations outlined herein above mentioned
 terms conditions governing relationship established hereby effective date indicated
above signature lines below:
XIII. LIMITATIONS ON LIABILITY CLAUSE
28 Each Party's liability under this Agreement limited solely towards direct damages incurred
up until maximum amount equal contribution made towards capital investment into Joint
Venture Company established pursuant agreements executed between Parties hereto prior
execution thereof unless otherwise agreed upon explicitly documented writing signed
authorized representatives both Parties evidencing mutual assent thereto:
29 No liability exists concerning indirect consequential punitive special incidental damages
arising out breach contract obligations unless expressly stated otherwise herein above
mentioned terms conditions governing relationship established hereby effective date indicated
above signature lines below:
XIV.CONFIDENTIALITY CLAUSE
30 During collaboration:
 a) Any exchanged information deemed confidential must not disclosed without
written consent from both parties ensuring protection proprietary information shared
throughout duration project execution activities undertaken pursuant agreements
executed herein above mentioned terms conditions governing relationship established
hereby effective date indicated above signature lines below;
 b) Confidentiality obligations survive termination expiration agreement indefinitely
until information becomes public knowledge through no fault attributable either Party
involved therein aforementioned circumstances outlined herein above mentioned
terms conditions governing relationship established hereby effective date indicated
above signature lines below:
XV.COPYRIGHT CLAUSE
31 Intellectual property developed during this joint venture will jointly owned unless
otherwise agreed writing both parties specifying ownership rights responsibilities associated
therewith including licensing usage restrictions applicable future developments resulting
derived concepts based upon initial ideas generated through collaborative efforts undertaken
pursuant agreements executed between Parties hereto prior execution thereof unless
otherwise agreed upon explicitly documented writing signed authorized representatives both
Parties evidencing mutual assent thereto:
32 Any use thereof requires prior written consent from all owners involved therein
aforementioned circumstances outlined herein above mentioned terms conditions governing
relationship established hereby effective date indicated above signature lines below:
XVI.USE RESTRICTIONS
33 Neither Party may use trademarks proprietary information belonging another without prior
written consent detailing scope permissible usage limitations duration applicable timeframe
specified therein aforementioned circumstances outlined herein above mentioned terms
conditions governing relationship established hereby effective date indicated above signature
lines below:
34 Unauthorized usage constitutes breach contract obligations entitling aggrieved Party seek
remedies available under law applicable jurisdiction mentioned above including injunctive
relief damages resulting incurred losses suffered due infringement rights protected pursuant
agreements executed between Parties hereto prior execution thereof unless otherwise agreed
upon explicitly documented writing signed authorized representatives both Parties evidencing
mutual assent thereto:
XVII.TERMINATION CLAUSE
35 This Agreement may terminated either Party upon thirty (30) days written notice if there is
material breach remains uncured within that period specifying nature extent breach alleged
violation thereof aforementioned circumstances outlined herein above mentioned terms
conditions governing relationship established hereby effective date indicated above signature
lines below:
36 Upon termination:
 a) All confidential information must returned destroyed ensuring compliance
obligations regarding confidentiality maintained throughout duration partnership
formed pursuant agreements executed herein;
 b) Financial obligations incurred prior termination must still honored ensuring
equitable treatment both Parties involved therein aforementioned circumstances
outlined herein above mentioned terms conditions governing relationship established
hereby effective date indicated above signature lines below:
37 Termination does not affect rights liabilities accrued prior termination date nor prejudice
ability either Party pursue remedies available under law applicable jurisdiction mentioned
above including seeking damages resulting incurred losses suffered due breach contract
obligations outlined herein;
XVIII.WARRANTIES AND DISCLAIMERS CLAUSE
38 Each Party warrants it has full authority enter into this Agreement; however no warranties
are made regarding market performance profitability resulting from this Agreement beyond
what expressly stated herein aforementioned circumstances outlined herein above mentioned
terms conditions governing relationship established hereby effective date indicated above
signature lines below:
39 All representations warranties made herein solely based upon facts known reasonable
reliance placed thereon time execution thereof unless otherwise agreed upon explicitly
documented writing signed authorized representatives both Parties evidencing mutual assent
thereto;
40 No implied warranties exist concerning merchantability fitness particular purpose arising
out usage goods services rendered pursuant agreements executed between Parties hereto prior
execution thereof unless otherwise agreed upon explicitly documented writing signed
authorized representatives both Parties evidencing mutual assent thereto;
XIX.DISPUTE RESOLUTION CLAUSE
41 In case disputes arise cannot resolved amicably within thirty (30) days:
 a) Such disputes will referred arbitration under Indian Arbitration laws with mutually
agreed arbitrator selected jointly both Parties involved therein aforementioned
circumstances outlined herein above mentioned terms conditions governing
relationship established hereby effective date indicated above signature lines below;
42 Arbitration proceedings take place Bengaluru unless otherwise agreed upon both parties
involved therein aforementioned circumstances outlined herein above mentioned terms
conditions governing relationship established hereby effective date indicated above signature
lines below;
43 Each Party agrees comply fully cooperate throughout arbitration process ensuring timely
resolution disputes arising out performance obligations outlined herein;
44 Award rendered through arbitration binding enforceable against all parties involved therein
aforementioned circumstances outlined herein above mentioned terms conditions governing
relationship established hereby effective date indicated above signature lines below;
XX.FINANCIAL CONTRIBUTIONS AND OBLIGATIONS
45 Each Party agrees financial contributions required operations align shareholding
proportions specified Clause 20 hereof ensuring equitable distribution costs associated project
execution activities undertaken pursuant agreements executed between Parties hereto prior
execution thereof unless otherwise agreed upon explicitly documented writing signed
authorized representatives both Parties evidencing mutual assent thereto;
46 Both Parties provide necessary resources including manpower expertise successful project
execution outlined herein ensuring timely delivery milestones set forth collaborative efforts
undertaken pursuant agreements executed between Parties hereto prior execution thereof
unless otherwise agreed upon explicitly documented writing signed authorized
representatives both Parties evidencing mutual assent thereto;
47 Financial records maintained accurately reflecting transactions conducted during course
business operations performed pursuant agreements executed between Parties hereto prior
execution thereof ensuring transparency accountability compliance applicable laws
regulations governing corporate governance India;
XXI.PROJECT MANAGEMENT AND RESPONSIBILITIES
48 Both Parties agree strategic input necessary successful project execution including
marketing strategies specific electric vehicles developed collaboratively throughout duration
partnership formed pursuant agreements executed between them;
49 Responsibilities include but are not limited:
 a) Project management oversight inception completion phases development process
ensuring adherence timelines budgets allocated resources;
 b) Identifying engaging consultants contractors necessary delivery objectives defined
scope work undertaken pursuant agreements executed between them;
  c) Finalizing tenders awarded contractors consultants involved project execution
ensuring compliance quality standards specifications set forth initially discussed
mutually agreeable terms;
50 Both Parties commit working collaboratively achieving milestones set forth project
timelines while maintaining open channels communication throughout phases development
process undertaken pursuant agreements executed between them ensuring alignment
objectives pursued jointly;
XXII.MISCELLANEOUS PROVISIONS
51 This Agreement constitutes entire understanding between Parties regarding subject matter
hereof superseding all prior discussions agreements whether oral written;
52 No amendment modification can occur unless documented writing signed authorized
representatives both Parties evidencing mutual assent thereto;

53 If any provision hereof held invalid unenforceable by any court having jurisdiction over
such matter:
 a) Such provision will not affect validity enforceability remaining provisions herein;
54 Notices required under this Agreement must delivered via registered mail electronic
communication confirmed return receipt requested addressed follows:
 For ABC: [Insert Address]
 For XYZ: [Insert Address]
55 This Agreement governed laws applicable within India without regard conflict-of-law
principles therein;
56 Each Party acknowledges having read this Agreement fully understanding rights
obligations contained herein before executing same voluntarily without duress coercion
whatsoever;
57 This Agreement may executed electronically; facsimile signatures deemed valid original
signatures purposes herein;
58 No waiver either Party regarding breach defaults hereunder constitutes waiver concerning
subsequent breaches defaults thereof unless explicitly stated otherwise writing signed
authorized representatives both parties;
59 Any disputes arising out interpretation enforcement hereof should first attempt resolution
amicably negotiation authorized representatives before resorting legal remedies available
under law applicable jurisdiction mentioned above;
60 Each Party agrees they had opportunity consult independent legal advisors prior entering
into binding contract ensuring clarity understanding implications thereof behalf respective
entities represented herein;
61 This Joint Venture aims not only achieve profitability but also contribute positively society
through environmentally friendly products enhancing quality life consumers served thereby
fostering sustainable development practices industry;
62 Both parties commit regularly reviewing progress evaluating outcomes achieved against
objectives set forth initially discussing necessary adjustments strategies enhance effectiveness
efficiency operations conducted pursuant agreements executed between them;
63 This agreement binds successors assigns respective parties ensuring continuity
commitment principles values articulated throughout document establishing framework
collaboration envisioned achieve shared goals aspirations jointly pursued;
64 In witness whereof ABC XYZ have executed this agreement day first written indicating
acceptance all terms conditions contained herein establishing formal partnership dedicated
advancing interests each entity involved fostering growth innovation automotive sector
India;
IN WITNESS WHEREOF,
ABC and XYZ have executed this Agreement on this day first above written.
Authorized Signatory
Eicher Motors Limited (ABC)
Authorized Signatory
Maruti Suzuki India Limited (XYZ)