Joint venture agreement
This agreement is made on 1 September 2030 between Northfield Foods Ltd of 12 Mill Road, Leeds, United Kingdom and Harbor Cold Storage SA of Quai 7, Antwerp, Belgium (each a "Party" and together the "Parties").
1. Meaning of words
In this agreement:
- "Venture" means the joint venture called Northfield Harbor Frozen Bakes, described in section 2.
- "Purpose" means the purpose stated in section 2.
- "Committee" means the management committee set up in section 6.
- "Contribution" means what a Party puts into the Venture under section 4.
- "Venture Assets" means everything the Venture owns or holds, including cash, equipment, contracts and Foreground IP.
- "Background IP" means intellectual property that a Party owns or licenses before the start date, or develops outside the Venture, and that it makes available to the Venture.
- "Foreground IP" means intellectual property created in the course of the Venture.
- "Business Day" means a day other than a Saturday, Sunday or public holiday in the place of the Party concerned.
- "Confidential Information" means non-public information about a Party's business, products, prices, clients, technology or plans that it discloses for the Venture.
Headings are for convenience only. A reference to writing includes email. "Including" does not limit what comes before it.
2. Purpose, scope and structure
The Parties agree to work together in the Venture. Its purpose is:
To make and sell frozen bakery products to supermarkets in Europe.
The Venture covers only the Purpose. Each Party's existing fresh bakery and cold storage business for other customers stays outside the venture.
How the venture is set up
Each Party will act in good faith, with reasonable skill and care, and in the common interest of the Venture. Nothing here makes either Party the agent, partner or employee of the other, except as the law requires for a Venture Company. Neither Party may bind the other, or the Venture, to a contract or a debt without the written consent given under section 6.
3. Start and length
This agreement starts on 1 September 2030 and continues for the following period, unless it ends earlier under section 14: 5 years from the start date, renewable by agreement.
4. Contributions
All amounts in this agreement are in EUR, unless it says otherwise. Each Party will contribute the following, at the times and in the way the Committee agrees, or if it has not agreed, within 30 days after the start date:
| Party | Contribution and value |
|---|---|
| Northfield Foods | Recipes, production know-how, 400,000 cash |
| Harbor Cold Storage | Freezer space, logistics, 400,000 cash |
A Party that does not make a Contribution on time will be given written notice and 30 days to put it right. If it does not, the other Party may, in addition to its other rights: make the Contribution on its behalf, and treat the amount as a loan to the defaulting Party that bears interest at a reasonable rate; reduce the defaulting Party's share in the Venture in proportion to the shortfall; or give a notice under section 14.
A Party may contribute an asset instead of money only with the written consent of the other. Its value is the value stated above or, if none is stated, the value fixed by an independent valuer chosen by both. A Contribution in kind that is later found to be worth less than stated must be made good in cash.
Neither Party has to put in more than its stated Contribution, unless the Parties agree otherwise in writing. If more money is needed, and both Parties agree, they will provide it in the proportions of their shares in profits, as a loan or as capital, as they agree in writing.
If the Committee decides that more funding is needed, each Party will provide up to EUR 150,000 of it.
A Party that does not provide its agreed part when the other has done so may be diluted by a fair adjustment to the shares in profits, set by the Committee.